Looking Back
by Music2MyEars
Summary: Elizabeth Lewis doesn't like the thought of moving to NYC but her #1 rule is not looking back and when she meets Peter Parker her world is turned upside down. When bubbly Elizabeth falls into darkness after tragedy strikes her perfect family will Peter be able to bring her back or is she lost forever? Please Read and Review. Enjoy and I will update daily!
1. Chapter 1

**This idea for a Spiderman Fanifc has been with me ever since I saw the new movie and I am just now beginning to write it. I hope you will enjoy the story as much as I enjoy coming up with the ideas. I do not own Spiderman in anyway but I am responsible for the OC. Please read and review! :) **

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Introduction

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Never look back. That is the most important lesson my running coach ever taught me. Never look back in a race because it will slow you down. After hearing that for the first time years ago, I decided to apply it to life and it became my number one rule. Don't look back in the past because sadness or guilt or anger will slow you down when it comes to setting your eyes on the prize of the future. Tomorrow is always a new day and yesterday, though it may be full of mistakes, is history.

Today was different though. Today I was leaving the place I grew up. The place full of my friends and the boy I thought I loved was far behind me and I was tempted to look back. Hours ago I had hugged my closest friends and kissed my boyfriend goodbye. We cried, told each other to call, and hugged again. Then, i reluctantly got into our family van to drive from my home in Florida to New York City. I loved my family more than words could express but right now in these silent moments of driving I was angry with my father.

This move was his fault because of how successful his company was and how high on the totem pole he was. He was one of the men in charge of a banking franchise that was deciding to stretch to New York and he was the lucky one chosen to head up the branch in NYC. My mother was also looking at New York as a business opportunity for her talents as a well trained chef. She was excited to open a new restaurant in the city since no one in Florida had truly appreciated her "high-end" cooking styles. I also had a younger brother named Bryan. Him and I were really close and even though we fought sometimes we were still best friends. He was an athlete like me. He played football for his middle school back home and by the looks of it he would totally be in the NFL one day. Also like me, Bryan was dreading moving away from Florida. He was probably the most well-liked middle school ever and didn't look forward to the fact that he would be known as "the new kid" for the weeks to come. My name is Elizabeth Lewis. I am a 17 year old heading into my junior year and like I said before I don't look back.

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Chapter 1- All Things Strange and Different

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It was really late that night when we entered the city. Even though I hated the thought of this new place it was strangely beautiful. The deep darkness of the night caused all the lights to shine brighter than in any other place I have ever been. The dark buildings were towering above us like shadows against the glowing sky. I was in awe of all the beauty I saw in the place that I believed to be evil. The traffic was horrible though. Even after midnight the streets were packed with cars. How was that even possible? I guess that's why they call New York City the city that never sleeps. My whole family was exhausted as we pulled into the parking garage of our new apartment building. We left our luggage in the car for us to get tomorrow when we had the strength to carry it all. We silently rode the elevator to our floor and entered the already furnished new home. I groggily dragged myself to my new room and sat on my bed to take it all in. Everything was so strange and different. The room felt cold and unfamiliar. I cringed with distaste and went back to believing this new place to be evil. I didn't want to be here. I wanted to be back home in Florida in my old room that was warm and personal. This place felt so distant.

I slowly laid my head down on the hard, unfamiliar pillow and listened to the noises of the city outside my window. There were constant sirens, a sound I wasn't accustomed to hearing back in Florida. The thought of crime and danger sent a shiver through my spine. Though I always believed that I was strong and fearless I felt weak and frightened in this new territory. For once in my life I felt out of place. I tossed and turned under my covers and finally decided I needed something to do. I silently left my room and made my way down the darkened hallway that was unknown to me. I found the car keys where my dad had left them on the kitchen counter. I left the apartment and took the stairs to the parking garage. I walked casually over to the only familiar object in this whole building, the family van. I unlocked the trunk and began to look for what I wanted. I stretched my arms looking at the labels on the boxes as I mumbled under my breathe.

"No... No...No. Miscellaneous, Bryan's room, Kitchen... Aha!" After 5 minute of searching I had found the box full of things from my room. I pulled it out, repacked the trunk, and made my way back to the elevator.

Once back in the apartment, I locked the door and made my way silently back to my room. I shut the door behind me and began to unpack pictures of me with my friends, stuffed animals, and old rewards from races I had ran in. I smiled to myself and went back to my bed clutching a stuffed bear that my boyfriend had gotten me close to my chest. I laid my head on the pillow once again as I looked at the pictures scattered around the floor. These small gestures gave me the comfort I needed to fall asleep. I was lulled by racing thoughts and exhaustion into a foreign sleep with dreams of places I had never been and people I had never met. Dreams that foreshadowed the days to come.


	2. Chapter 2

**I have decided that I will attempt to update this story every day and who knows maybe I will get on a roll and right more than one chapters on some days. I hope you will now enjoy chapter 2! **

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Chapter 2- Registration

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The next morning I woke up to the sun shining in my window and loud car horns from the street below. I decided I would need to get shades for the window to keep unwanted light out and a noisemaker to block the sound. I kicked my legs out of bed and walked over to the window which led to a fire escape. I hadn't noticed it the night before but now decided that it was probably my favorite new thing in my room. I would make that my place to sit and think about things or just to go there when I wanted fresh air. I turned around as my mother walked into the room.

"Elizabeth, good you're already up. Would you like to come with me today when I register you for school?" I walked back over to my bed and buried my head in my pillow to groan.

"Urgghhh!" My mother sat down beside me and placed a comforting hand on my back.

"Honey, I know this is hard for you. You left behind a great school, amazing friends, and... Johnny." She said his name bitterly like she wanted to try to sound nice but was still too obvious that she hated him. She continued to run her hand in comforting circles on my back as I looked up from my pillow to frown at her.

"Mom, I just don't get why you and dad dislike Johnny so much."

"Elizabeth, that boy is just not the type of guy your father and I ever imagined you with. Johnny is mean and cocky and extremely rude while you are the total opposite!" I sighed and looked towards the window again.

"Well who knows you and dad may get to celebrate soon because I don't see us together much longer since long distance relationships and immature high school boys don't exactly work out well." With that said my mom changed the subject.

"So are you coming with me?"

"Yeah, I guess since I have nothing better to do." She kissed me on the forehead as she rose from her position on my bed and left me to get ready for our adventure of visiting the new school.

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My stomach did a flip-flop as we got out of the van. I felt as though all eyes were on me as we walked past the students eating lunch in the courtyard. The bubbly personality that I possessed that allowed me to easily make friends began to show through as I gave genuine smiles to the strange new faces. As we made our way to the doors I heard some guys whistle, saw some girls look me up and down to see if I was a threat, and even got some smiles back from a few people. Maybe this school wouldn't be _so_ bad after all. Don't get me wrong though, I was still extremely upset about moving.

My mom and I headed into the main office of the school where we would register, meet the principal, and then he would probably give me a tour of the school but as we walked through the doorway I saw a boy with a camera snapping pictures of random objects in an empty hallway.

"Mom, I'll be right back I need to uh use the restroom." She didn't recognize the hesitation in my voice as I came up with an excuse for seeing who this boy was she just nodded and asked me to be back quickly. I then slowly made my way towards the boy with the camera. As I got closer I took in his features. He had shaggy brown hair, glasses, and from the looks of it a well-built body. Okay, "well-built" was an understatement but either way he looked strong. He sensed my presence and looked up as I continued to walk closer to him. I smiled as our eyes met and I made a mental note of his amazing light brown eyes. Before I could even introduce myself he lifted his camera and snapped a picture of me then stuck out his hand.

"Hey, I'm Peter. I'm gonna take a guess and say you're new here?" I took his hand and shook it.

"Yeah, I am. I'm Elizabeth," awkward pause, "So uh what's with the camera?" I spoke slowly as I tried to end the silence.

"Oh, I just really like photography and I need to take pictures for the year book and stuff like that," another awkward pause, "You have an amazing smile by the way."

I felt my cheeks begin to heat up as I grinned shyly,"Thanks, well hey, I gotta head back to the office to register. I'll um talk to you later." With that he smiled and waved awkwardly as I walked away. For an athletic looking kid he totally acted like a geek but a kinda cute one at that.

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When I made it back to the office I was introduced to my new principal and he led me around the school. He showed me where my classes would be, where my locker was, He spoke to me about how great their biology department was, and I asked if they had a cross country or track team. Lucky for me they had both. While on the tour of the school I met some new people that were definitely potential friends and lots of cute boys that were trying to make themselves potential boyfriends. With all the information and names that I was taking in all thoughts of camera boy left my mind. I doubted that in such a large school one boy would be very important.

After the tour my mother and I left the school to pick up some groceries and head back to the apartment. I was in a slightly better mood after the introduction to my new school and kind of excited for tomorrow when I would get to experience it all for real.

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**Please remember to Review if you'd like and if you could, let me know what you think about me putting part of the story in Peter's point of view as well. Thanks! **


	3. Chapter 3

**I will admit this chapter is significantly shorter than the last 2 but that is only because it is more of a filler chapter to help develop the relationship between Elizabeth and her Brother Bryan. I hope you enjoy and that you will review to let me know you are liking the story so far! Here's chapter 3.**

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Chapter 3 Running with Bryan

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When I walked through the door to the apartment I found my dad and Bryan unpacking boxes.

"Hey guys what's up?" I asked as I set groceries that my mom and I had picked up on our way home on the counter.

"Well, the moving truck came with the rest of the boxes and the car while you two were out." My dad had gotten up to take a break as he say at the island in the kitchen to take a sip of water. "Lizzy, Where's your mother?"

"I guess she got a phone call about the restaurant space and will be up soon with the rest of the groceries." He then nodded and went back to unloading glassware into the cabinets. I then glanced into the room off the kitchen to see Bryan slouching on the new leather couch.

"Hey Bry, you wanna go for a run?" He didn't even answer he just got off the couch to go change. Over the years, running had become our private time of sibling conversation which usually consisted of venting to each other or talking about things we didn't want our parents to know about. I had a feeling this was going to be a run that involved man angry feelings about the move.

I glanced at Bryan out of the corner of my eye as we ran in sync side by side. His jaw was clenched and I could tell he was not in a good mood.

"So how are you doing?" He instantly caught onto every one of the meanings that were behind my one simple question.

"I'm pissed," he said simply, "First off, I hate all the noise here because it kept me up last night. Second, I really don't want to go to school tomorrow. Third, I just really , really want to go home. " As his anger rose his pace quickened and I quickened mine as well to keep in step with him. Bryan then glanced at me, "How about you?"

"I hate how cold and unfamiliar everything seems. I miss my friends and I miss my old room. I just feel so out of place here," I sighed, "On the bright side, if there is one, I met a lot of new people at school and I feel kind of excited for tomorrow." We continued to run and take in each others feelings as I remembered the other good part of my day.

"Oh! Bryan, I talked to the principal about the cross country team today."

"Cool what did he say?"

"He said practices start next week and that the coach would be happy to have me on the team. I guess they haven't had any good runners in like forever so I'll be the top runner in this school too."

Bryan was genuinely happy for me and had a proud smile to show it. "I'm so glad! you're gonna set a bunch of records right?"

"Uh is that even a question?"

We both laughed at my pretend cockiness as we made our way back to the apartment for dinner and in the back of my mind all I could think about was how lucky I was to have a brother like Bryan.

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**By the way I am writing all chapters a day or more in advance before I publish them so I can get everything the way I want it so if there is anything specific happening let me know :) and like I asked before should I put in some Peter POV or no? review and let me know! **


	4. Chapter 4

**And Here is chapter 4! and as the title suggests Elizabeth gets to meet Spiderman today! Enjoy! **

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Chapter 4 Meeting Spandex Boy

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The next morning I woke up to the dreaded alarm clock and groaned as the butterflies in my stomach started up. Today would be my first day of school and I was beyond nervous. I picked an outfit from my closet that I prayed would be the best for first impressions. I went to the bathroom put the contacts into my deep blue eyes, did my dark brown hair all nice-like, and put my makeup on. I usually never primp to this extreme but today was different. Today was the start of my future in New York City and everything needed to be perfect.

I walked into the kitchen at 6:45 exactly to see Bryan already at the table eating breakfast. Boys! How could they eat at times like these? My stomach had so many butterflies flying around in there I was sure I would throw up if I ate anything. As I sat down beside Bryan our mom walked in.

"Good morning you two. Are you excited for school?" We both mumbled no as our answers but she decided to not acknowledge it. "I packed both your lunches last night and they are in the fridge. I also printed out maps for you to walk to school with and they are on the counter. I have to go meet with some applicants about kitchen staff jobs at my restaurant so I will see you when you get home." With that said she kissed us on the cheeks and left. I then got up to go look at the maps.

"Oh no," I said as I glanced at them. Bryan made his way over to read over my shoulder.

"What's wrong?"

"We don't get to walk together for very long." I was beginning to feel even sicker to my stomach and I could tell Bryan was getting nervous too.

"Well, how far do we get to go for together?"

"The front door of the building."

He gulped at my words and looked at me with scared eyes, "We are definitely taking the stairs today." Then from our parents' bedroom we heard our dad call out that we should be getting on our way to school so we weren't late. We decided we were right and I grabbed our lunches out of the fridge and handed one to Bryan and shoved the other in my backpack.

We talked to each other the whole way down the stairwell as if to distract the other from the long, lonely walk to school. When we reached the exit we quickly embraced each other and took our separate ways to school.

I felt totally alone as I turned up the volume on my I-Pod and followed the map which was directing me from one unfamiliar street to another. Eventually I made it to the busy intersection that stood between me and the final stretch of sidewalk until the school. I started to cross as the signal changed green and didn't hear the horns honking or the people screaming until it was too late and all I could do was stand there like a deer in headlights as the semi barreled towards me. I saw my life flash before my eyes and then black out as I felt impact.

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I was dead. I just knew it. I was surprised that it happened instantly though. I thought I would have laid there for at least a few minutes with people screaming all around me and trying to help as I bled out and darkness set in. I felt bad I didn't get to say good bye to my family or run with Bryan one more time and give him some important final wisdom. Then out of no where I thought my feelings were coming back. I thought I felt wind rushing through my hair and an arm wrapped around my waist. "_Omigosh I am meeting Jesus today!" _was the first thought that ran through my mind but then I slowly opened my eyes. I saw the city below and I screamed. My scream must have startled the man holding me because his body jumped and let me slip from his grasp. I then screamed louder as I was free falling to the pavement below. If I hadn't been meeting Jesus earlier I would definitely be meeting him in a few moments because I was going to die. The street continued to come closer until I felt an arm back around my waist and I was back soaring through the air with a strange man dressed in Red and Blue spandex.

"Sorry," I hear him say sheepishly, "You're scream freaked me out."

"Put. ME. **DOWN!" **I screamed, disregarding his apology and at the next chance he got the man took me to an empty roof top. "Okay Spandex Boy, what's your deal," I shouted, "I could've been killed!"

The guy rubbed the back of his neck and looked at me, "It's Spider-Man."

"I don't care what your name is! You almost killed me!"

"Actually if it weren't for me you would be a pancake right now. I mean didn't your mommy ever tell you look both ways before crossing the street?" I could just hear this creep smirking under his mask which made me even angrier. I walked closer to him as I spoke, my blood boiling.

"And look! I am a lot farther from school then when I started!"

"Wellll in that case..." Before I could protest his arm was back around my waist and we were soaring over the city heading back towards the school with me screaming the whole way.

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**PETER'S POV**

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I liked this girl from the minute she smiled at me in the hallway yesterday. From one beautiful smile and short, awkward introductions I was able to see that she was probably the nicest girl anyone had ever met. Then, just now on the roof top, she showed me that she was not afraid to be spunky. Not to mention she was gorgeous. Actually gorgeous was an understatement because everything about her was stunning. When she looked at me in the eyes I felt as though her deep blue orbs were staring to the very bottom of my soul and was able to see my deepest, darkest secrets. Then, right now in this moment her hair was blowing in the wind and her tiny but strong figure fit perfectly in my arms. I wanted to speak with her for hours and find out everything about her. I wanted her to be mine forever.

We made it to the school in no time and I set her down in the courtyard. "There ya go and look you aren't even late!" I smiled at her through my mask as she scrunched up her face in frustration.

"My hair probably looks awful because of you."

"Actually if it was messed up it would have been the wind's fault but no worries you look beautiful." With that I swung a web and soared away so I could change and make it back to school on time myself.

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**Let me know what you think! :)**


	5. Chapter 5

**Here is ****Elizabeth's first day of school! Thank you to for the kind reviews and please keep 'em coming because they mean so much and help me when I need inspiration for writing! :) Enjoy Chapter 5**

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Chapter 5 Peter Parker

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Nerves and butterflies came flooding back to me as the creepy dude in spandex soared away on another web. I turned to the school still a little shaken up from the morning's antics. I composed myself by taking a deep breath and I walked through the doors with dozens of other students.

As I got to the first hallway filled with lockers I pulled my schedule from my pocket to find the locker number and combination at the top of the page. I readjusted the strap of my backpack and made my way down the busy corridor.

While I walked by the walls of lockers I counted them in my head as not to miss my destination. "129, 130, 131,...135" I had finally made it to the one I was looking for. I entered the combination in the the dial of the lock and started putting notebooks in my locker that I wouldn't need until later. As I was doing this I saw a boy walk up and lean on the locker next to mine.

"Hey Hot Stuff," I rolled my eyes at his failed attempt to hit on me. I ignored him but he proceeded to wrap his arms around my waist, shut my locker, and pull me into the crowd. "You're new here right, beautiful?"

"Yes," I mumbled as I tried to wiggle out of his grasp.

"My name's Flash, what's yours?" He whispered into my ear and breathed down my neck as he pulled my closer to him. I barely knew this kid and I had already had enough.

"None. of your. Business," I grunted as I stomped on his foot and turned to knee him in the crotch. After that I ducked a blow from one of his friends and sprinted down the hallway with the them following close behind. I pushed my way through crowds of students and made as many turns as possible until I came to a dead end hallway. I turned around to make an attempt at escape before they caught up to me and had me trapped but as I started to run a door opened to my right. I didn't see the hand grab my wrist until it was too late and my captor's arm was wrapped around my waist with his other hand on my mouth as I was pulled into darkness. I then heard a male's voice begin to speak quietly into my ear while his breath tickled my neck.

"When they come down this hallway they will open this door since it's the only logical place for you to be hiding. When they do I'm going to take a picture with my flash on which will temporarily blind them." Camera Boy, I thought as he continued to speak, "When that happens I will drag you out of here and we will run together to your first class. By the way, what is your first class?" He took his hand away from my mouth now so I could speak.

"Calculus with Smith." He nodded knowingly as we anticipated the arrival of Flash's two goons in silence. Peter would be the third boy today to hold me against my will but this time I didn't mind. His presence was comforting as I felt his steady heartbeat against my back and the strength of his muscles supporting me as we got ready to run.

Outside the door we heard footsteps and voices coming closer. Peter tensed and pushed his way in front of me so he was closest to the door.

"Check the janitor's closet!" The footsteps had now stopped outside the door as Peter raised his camera. Light suddenly rushed in and without hesitation Peter's flash went off, blinding the two pursuers. Peter quickly grabbed my hand, dragged me out of the closet, and we sprinted to Calculus to find refuge in the presence of a teacher.

"Good Peter," came the elderly woman's voice, "you're on time for once."

"Yup," he smiled, "and I brought you you're new student."

"Yes, Thank you Peter. Now go take you're seat while I get her settled in." The teacher then introduced herself as Mrs. Smith and handed me a heavy book with "calculus" written on the cover. "If you would Miss Lewis, go take a seat behind Miss Stacy." I looked to see where Mrs. Smith was pointing and followed her finger to the desk behind a pretty blonde girl smiling sweetly at me.

"Hi, I'm Gwen."

"Nice to meet you Gwen, I'm Elizabeth. I love your shoes by the way." I grinned at her as I looked down and saw that we were wearing the same pair of ballet flats.

She laughed as she noticed the same detail, "I like yours too!" I definitely liked this girl and I knew we were going to be fast friends.

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Class ended as the bell rang and I purposely packed my stuff up slowly as I said goodbye to Gwen so I could catch Peter on his way out. He walked past as I was zipping my backpack up, "Peter, wait up!" He stopped and looked back to smile at me.

"I see you remembered my name?"

"How could I forget a guy who awkwardly calls my smile 'amazing'." He rubbed the back of his neck and blushed.

"Sorry about that. Here let's start over." He stuck his hand out, "Hi, my name's Peter Parker whats yours?"

I shook his hand sweetly and replied, "Hi Peter, My name's Elizabeth Lewis and thank you for saving me from those creeps with your quick thinking."

"No Problem," he laughed, "Nice knee to the crotch by the way," he winked as we started to walk down the hall.

"Wait you saw that?"

"Yeah how do you think I knew to be waiting for you in the janitor's closet and that was definitely the most entertaining part of my morning. Seeing Flash rolling on the floor in pain, Priceless!"

"He totally deserved it," I shivered as I remembered his sticky breath down my neck.

"Well I'll catch you later Elle I have to get to Biology." I smiled at the nickname he had decided to give me but remembered that I had no idea where I was going.  
"Wait!" He turned to acknowledge me, "Can you tell me how to get to S116?"

"Sure, that's where I'm headed now actually. Come on, we don't wanna be late." And with that I was off with my first new friend of the day.


	6. Chapter 6

**Da da da! Chapter 6! Hope you all enjoy it!  
**

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Chapter 6 Throwing phones

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Other than my little run in with Flash this morning, my first day of school was an over-all good day. Peter was awesome for making sure that I got to my classes and showing me short cuts so I would always be on time. I don't know, I thought he was nice but by the end of the day I was tired of spending every waking moment with him. He gave off a vibe that he wanted to be more than friends WAYYYY too soon.

After Peter had made sure I made it across the intersection from earlier safely, (news traveled fast about my accident), he finally left me. He told me that he would have gladly walked with me home but he had to go pick something up from the store for his aunt. As he turned the corner and was out of sight I gave a sigh of relief to finally be alone. I then turned my I-Pod back on and walked peacefully home alone.

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Bryan and I made eye contact as we neared the apartment building from opposite directions. We both picked up our walking paces and reached the entrance at the same time.

"Run, now." we both said simultaneously as he opened the door for me like a good little brother does. We noisily rushed up the stairs, burst through the apartment door, and changed into running clothes in record time. We made our way down to the lobby on the elevator so we could stretch and then we were on our way out the door.

"How was your day?"

"Well, I met some of the football guys in PE..." he hesitated to continue.

"And?"

"They weren't exactly the nicest guys."

"What do you mean?"

"They're only in 8th grade and they're already talking about doing drugs and drinking at some party on Saturday and," he leaned in close so no one but me could hear, " 'it'," he leaned back away as we continued to run. "I just don't think those are the type of people I want to hang with right now. I mean those are the type of guys that are ruining their athletic careers before they even get started."

I smiled at the innocence of my little brother and the wisdom he possessed that allowed him to set high standards for his friends. "Bryan, I just want you to know I'm so proud of you and I love you." He smiled as we quickened our pace.

"How about you? How was your day?"

"Let's see... I almost got hit by a semi and died, got 'rescued' then dropped 5 stories by a creep in spandex named Spiderman who can soar around on webs, got hit on then almost beat up by some jerk and his friends, then rescued by a nice guy who's really awkward and annoying but still cute in his own way." I breathed, "yeah I had a pretty boring day." We both laughed at my sarcasm than I went into deeper details about my unusual experiences as we ran back home.

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Later that night during dinner I got a text from Johnny asking if he could call me in 15 minutes. As I read the text I squealed, shoved food unattractively into my mouth, and ran out to my fire escape to wait for the phone to ring. I leaned against the railing while I let my hair blow in the evening breeze for a few minutes and then sat down with my back against the wall until I drifted off to sleep after waiting for an hour. I was quickly awoken by my phone vibrating with a new text message.

**Hey babe, something came up. I'll call u 2mro. Luv ya! **

Did that seriously just happen? I sighed and leaned my head against the wall. I then angrily stood up and threw my phone across the late night sky. Within seconds of it being thrown something caught it and pulled it in the other direction.

"What the...?" I cocked my head and furrowed my brows in confusion. Then I was met by a face hanging upside down inches in front of my own. "Oh!" I screamed as I backed a little too hard into the brick wall behind me. "oww..." I moaned as I rubbed my back.

"Sorry, you kind of dropped this."

"No, arachnid kid, I threw it."

"For the record, It's Spiderman and why would you throw a perfectly good phone away like that?" He stuck out his hand and gave me my phone back which I was preparing to throw again from frustration.

"Because my stupid boyfriend," I chucked the phone again, "just can't seem to make time for me anymore." Spiderman shot a web, caught the phone again, and handed it back to me.

"Just so you know I'm not gonna let that phone hit the ground so throw it as many times as you want if it makes you feel better." He had flipped himself right side up and was now crouching on the railing beside me as I leaned against it.

"Nah, I'm not going to it's not worth it." I turned to go back into my room through the window but stopped when he began to speak.

"So why is it that when you make up names for me you always assume I'm young?" He was now off the railing and standing across from me on the grated floor.

"Wow, that's really off topic and because no old man would have muscles like yours bulging out of a spandex suit and your voice kind of gives it away."

"So you noticed my muscles? Do you _like _them?" I could sense his eyebrows wiggling under that mask as he inched closer to me. I scoffed at his comment and rolled my eyes.

"You just think of yourself as God's gift to New York Don't you?"

"Of course I do! I wouldn't have it any other way since I kind of am. I mean come on I'm smoking hot and I fight crime what more of a gift could they want?"

"Oh my gosh," I said in disbelief, "has anyone ever told you that you are a total jerk and really, _really_ annoying?"

"No."

"Well you are." I turned hoping to have ended the conversation but he grabbed my wrist and inched closer.

"Am I, am I really?" That's it I had had enough of this creep violating me. I swung to slap him but in a flash he had me pinned gently against the wall.

"Trust me Sweetheart, you will never be able to set a hand on me unless I let you so play nice."

"Ugh! You creep! Let me go!" I tried to squirm out of his grasp but his arms were really strong.

"Hey, listen." he spoke gently as if trying to calm me down. "I don't want to hurt you. I would never hurt you, I just want to get to know you." he rubbed his neck uncomfortably as he let me go. "I may meet a lot of people while on the job but I never get to socialize with them so it gets kind of lonely. I was thinking maybe we could be friends?"

I rolled my eyes but smirked to myself as I began to climb through my window. "It's getting late. I gotta go."

"Can't I at least know your name?"

I looked back and stared into his masked eyes hoping to catch a glimpse of something other than my reflection then answered him, "It's Elizabeth."

He hopped back onto the railing and prepared to jump but looked back at me, "Good night, Elizabeth. I'll be back tomorrow," and with that he was gone.


	7. Chapter 7

**I am updating at 11:59 so it counts as today still! I did not break my promise!**

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Chapter 7

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The next morning I woke up thinking I had dreamt the whole 'Spiderman on my fire escape' situation. The thought was wiped from my mind as I saw that my window was still open and my phone was still on the grated floor of the fire escape. I then groaned remembering that he said he would be back tonight. I got out of bed and went about my morning routine with Spiderman being the only thing on my mind. I didn't know too much about him seeing that I had only been in New York for 3 full days. I had no idea what his motives were and the whole thought of not knowing who the 'real him' was made me just a tiny bit nervous yet filled with the thrill of mystery.

When I was a few blocks away I saw the familiar face of Peter weaving between people on a skateboard. He glanced my way then did a double take but ended up running into a light pole. I gasped and put my hands to my mouth as I ran across the street to help him with this stuff that had fallen out of his unzipped backpack.

"Peter! Are you ok?" I knelt down beside him as he rubbed his head and sat up.

"Yeah, I think so. Hi, by the way." He grinned sheepishly at me and stood up to go grab his skateboard. I continued to pick up his loose pencils as he came back over and gave me a hand up off the ground.

"Here ya go." I smiled at him as I handed him back his writing utensils. "Hi to you too by the way." We then started walking the last few blocks to school talking the whole way. Though I had found him annoying yesterday, right now made me want to take the feeling back because he seemed so chill and comfortable. Peter never made a conversation boring which also made him fun to talk to. He made me giggle in a way that I hadn't since Johnny and I first started dating. Johnny never went out of his way to make me laugh anymore or smile for that matter. I shook my head at the fact that I had only known Peter for one full day yet he still made sure that I smiled or laughed every few minutes. I'm not trying to say that I'm falling for Peter. Not at all! Not after only one day; it just wasn't possible. He is just a guy who I happen to be developing a friendship with really fast. That does NOT mean I am falling for him. Does it? No of course not. I love Johnny.

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We had finished laughing at a joke that Peter had made as we walked through the front doors of the school then parted ways to go to our lockers to get prepared for our first class. I entered the classroom and was greeted by a smile from Gwen.

"Hey Lizzy!"

"Hey Gwen." I smiled back at her then got this crazy idea that I should confide in her about Spiderman visiting me. "We're friends right?" She looked at me with confused eyes. "I mean I can trust you right?"

"Of course! What's up?" I leaned in so that I could whisper to her about what happened.

"Well, I got a visit from Spiderman last night."

"Really? What happened?" I saw a flicker of something in Gwen's eyes something sad? Maybe it was jealousy? or was it disappointment? I wasn't a hundred percent sure about the feeling I saw in her eyes but whatever it was I felt bad for bringing up the subject. I answered her question anyway though.

"He showed up on my fire escape and was being a total jerk. I then went to slap him but he pinned me against the wall and told me he just wanted to talk and get to know me. He said he's coming back tonight."

"That's weird. I'm sure Spiderman doesn't visit all of the girls he saves. I mean he never visited me after he saved me from when the Lizard attacked the school. Just be nice I guess. I mean I've heard he's pretty nice to everybody except the guilty so just don't be guilty of anything." She winked at me then turned around as class started. I got the feeling that she was either lying to me or keeping something from me but I shrugged it off as I began to take notes.

Class went by quickly and after it was over Gwen turned back to talk to me as she packed up her bag. "Hey, do you want to go shopping this weekend with me and some other girls? It would give us a chance to bond and you could meet some more people."

"Yes, definitely! It sounds fun." I smiled to her.

"Cool. I'll text you and let you know when I'll be around to pick you up." She turned out and walked out the door calling after Peter. "Oh, Peter! I have to talk to you." He stopped, smiled at Gwen, and then they linked arms so they could walk chummily down the hallway in conversation. I felt a pang of jealousy that she was walking with my guide but I pushed it away when I realized I needed to go meet the Cross Country coach.

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"Are you Miss Harris?" The young brunette looked up from her computer and smiled at me.

"Yes, I am and who might you be?"

"I'm Elizabeth Lewis and I'm interested in starting practice with the Cross Country team next week."

"Oh! Elizabeth! The principal mentioned you to me and I'm so glad to finally meet you. He raved about your personality and ability to lead a team." I blushed at the compliment. "I need more girls with strong work ethics and leadership skills like you. We will see about your running talents on Monday 3:30 at the track behind the gym."

"Okay coach!" I smiled happily and ran out of the room to my next class.

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**Let me know what you think :)**


	8. Chapter 8

**I enjoyed writing this way too much! Read on and I hope you liked it as much as I did.  
**

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Chapter 8

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**Peter's POV**

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Gwen linked arms with me which made me feel slightly uncomfortable since we definitely weren't dating anymore. I guess you could say we are friends that have drifted apart. The only time we ever talk is when she helps patch me up after a brutal injury which hasn't happened lately and the only reason for that is because she is the only one who knows who Spiderman is. She has found some new guy to love and I was getting to know Elizabeth right now.

"What's up Gwen?" I asked only with a slight amount of tension in my voice.

"Well, a little birdie sang in my ear that Spiderman visited Elizabeth on her fire escape last night. Care to explain?" Did I sense jealousy? This made me frustrated almost on the verge of mad.

"Gwen, this is none of your business," I slipped my arm from hers, "you have moved on so why can't I? Is it so horrible that I am learning to live without you? You have Tony so what's wrong with me wanting Elizabeth?" She almost looked hurt and I almost felt sorry for her but I was not letting her keep me away from the girl that made me feel alive again. In fact she made me feel more alive than when Gwen had come along but the two were such different people I couldn't make a fair comparison. I do know though, that based on what I know now I would always pick Elizabeth over Gwen.

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**Elizabeth's POV**

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I sat on my bed reading a book around 10 o'clock when I heard the tapping at my window. I looked up from the chapter I had just finished to see none other than Spiderman. I walked over and hesitantly opened the window. He tried to slip into my room but I was not having anything of the sort.

"Whoa, whoa, whoa. You are not coming into my room. If we're going to talk it will be outside on the fire escape."

"It's kind of chilly out here tonight."

"I'll grab a sweatshirt." He waited patiently for me to put on an over-sized sweatshirt that was probably one of Johnny's which I had stolen before I left. "Ok I'm ready now." Without me even asking, Spiderman grabbed my hand and helped me through the window. "Well, that was nice of you." I muttered as I sat down and pulled the sweatshirt tighter around me since it really was quite cold.

"Well I wasn't raised in a barn." He sat down on the railing across from me. "So how about we play 20 questions?" He suggested.

"Sure, I guess I'll start since, you know, lady's first and all." I smiled at him as I tried to think of a question. "Okay, you are a guy right? Not some super crazy weight lifting chick with a really deep voice?"

He laughed so hard he almost fell off the place where he was seated and had to control himself before he answered. "Yes, I am a guy. Okay my turn." He thought a moment. "Favorite color?"

"Easy, blue. Well, I might as well get this one out of the way: do you have a girlfriend?"

He shook his head, "Nope. What's your boyfriend's name?"

"Johnny. Can I ask how old you are or will that give away your secret identity?"

He took a moment to decide whether it was safe, "Nah, it's okay. I'm 17. When's your birthday?"

"December 8th. Is your spandex comfortable?"

He chuckled, "Meh, it rides up a lot. It's so annoying when your fighting someone really intensely then you get a wedgie." I laughed at the thought of Spiderman being uncomfortable during a fight because of a wedgie. "So since your birthday is coming up soon am I allowed to get you a present?"

"That's up to you. Have you always been the way you are?"

"No, it was an accident. Do you miss your old home?"

"Yes. What's your least favorite part of being Spiderman?"

"You know your asking really deep questions for our first attempt at getting to know each other."

"You didn't answer my question."

"Lying to people. That's my least favorite part of being Spiderman. I lie to people like its my job and I hate it." He didn't proceed to ask me a question after that. I hugged my knees to my chest in thought as we sat there in silence until he heard sirens in the distance and left without saying goodbye.

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"Hey Lizzy!" Gwen greeted me with a hug as we walked out to her car which had 2 other girls sitting inside. "This is Samantha," she said pointing at a strawberry blonde girl with freckles, "and this is Alice," this time pointing at a girl with black hair and flawless skin.

"Hi guys, I'm Elizabeth." We all shook hands as I climbed into the front seat and we drove to Times Square to do our shopping.

We had been in and out of stores all day when we stopped at a tiny cafe to eat lunch. I had bought some new tops, a dress, and two skirts which Alice thought looked amazing on my legs.

"So Elizabeth," Alice started, "How did you get your amazing long, lean legs?"

"Uhm, I'm a runner but I don't think they're that amazing."

"Oh my God, Shut Up!" squealed Samantha. "You looked gorgeous in everything you tried on!" I blushed feeling slightly embarrassed.

"Thanks." I gave them a tiny smile.

After lunch was finished we went back to shopping until the sun set and the street lights began to twinkle on one by one. While Gwen was driving each of us home she got a call on her phone about her brother having to go to the ER because he fell off a bunk bed and broke his arm.

"Lizzy, I hope you don't mind but I really should get to the hospital. Your apartment is only like a block or two from here on foot. Would it be okay if I dropped you here and you walked the rest of the way?"

"Yeah Gwen, of course. I totally understand. Thank you for inviting me because I had a great time and got to make some new friends." I smiled then got out of the car and waved her off.

The streets of New York felt different at night especially while walking alone. I felt vulnerable and afraid as I passed dark alleys every few feet. I was so close to the front door of my apartment when it happened though. A few more steps and I would've been in the glow from the lobby lights coming through the window but no. I felt two hands grab my arms and press them against my body while another hand was cupped over my mouth to keep me quiet. I struggled but couldn't escape the grasp of the man dragging me further into the dark alley behind me.

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**:O I just did that... **


	9. Chapter 9

**The answer to the previous cliffhanger I left you with :) Enjoy!  
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Chapter 9**  
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**Peter's POV**

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I dropped onto Elizabeth's fire escape and tapped on her open window as I looked into her room. She wasn't in there so I hopped down onto her carpeted floor to wait for her. I glanced around seeing glimpses of who this girl was back in Florida. She had trophies and ribbons galore that screamed success, pictures of her with friends, stuffed animals piled on her bed, and then I saw the picture of a guy embracing her and kissing her forehead. Johnny. She looked happy but was she really? From what she told me the first time I showed up outside her window he wasn't good enough for her. But then again who am I to say who is worthy of a girl like her. In my mind no one is because she is perfect and I would give anything to hold her like the guy in the picture did even if it was only for one time. I continued to wait in her room. Taking closer looks at pictures as the minutes turned into an hour. I was sure she would be here by now. I did leave pretty abruptly last night maybe she thought I wouldn't be back. I decided to call her apartment from my cell.

"Hello?" It sounded like it was probably her mother who was answering the phone.

"Hi, this is Peter Parker from school. Is Elizabeth there?"

"No, I'm sorry she's out shopping with some girl friends. Can I take a message for her?"

"No thank you, it can wait until school on Monday."

"Okay Peter, Buh Bye." The line went dead and then I decided to try Gwen's phone.

"What do you want Peter?" Yup Gwen was the nicest ex a guy could ask for.

"Hey Gwen, is Elizabeth with you? Spiderman and her were supposed to meet up tonight."

"I dropped her off about two blocks from her house about an hour ago."

"Okay thanks." I hung up. Something was wrong. Elizabeth should definitely be home by now if she was only dropped off two blocks away. I hurried out her window and jumped off the fire escape to find out what happened. I crawled in the shadows high up on buildings so I wasn't seen by the public but I could see everything going on below. Then I saw them; shopping bags and a purse laying distraughtly around the entrance of an alley way. I jumped down to take a closer look. I opened the purse and found a wallet with Elizabeth's ID in it. Every muscle in my body tensed as I realized she had been taken. I pulled a woman aside who happened to be walking by and had her take the shopping bags and purse to the door man who would then make sure Elizabeth would get them. I then took off down the dark alley to find her.

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**Elizabeth's POV**

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"Let me go!" I screamed at the top of my lungs as the man took his hand off my mouth after I had licked him. I was in some type of large room where everything reverberated off the walls.

"Shut up!" The man slapped me across the face, pushed me into a chair, and began to tie my wrists and ankles.

"What do you want with me?" I felt weak for letting the fear show in my voice but I would be lying if I said I wasn't scared.

"What a good question Miss Lewis." A man was coming out of the shadows in front of me. "What could I possibly want with you?" He came into the light but didn't stop there. He continued to move closer and closer until he knelt down in front of me and I could feel his breath on my face.

"The boss didn't lie. You really are beautiful. Maybe before we get the information we want we'll have a little fun with you." He pushed his face as close to mine without our lips touching and ran his finger down my cheek. I then spat in his eye, "You little-" I didn't wait to hear the rest of what he had to say because I began to scream as loud as I possibly could. I had no intentions of being kissed by older men tonight and I wanted out of here.

"HELP! HELP! HE-" I was cut short by another slap to the face and a gag placed in my mouth. He was swinging back to strike again when a familiar voice came from behind.

"If you lay one more hand on her I will not hesitate to kill you." I had never heard Spiderman sound angry before and if I were in my kidnapper's position I would be shivering in my boots but at the sound of his voice tears spilled down my cheeks. Most of the men ran out of the warehouse while others stayed to get their butts whipped by Spiderman. After the coast was clear he swiftly made his way over to my shaking body and knelt down to eye level. He ungagged me and the sobs poured from my mouth as tears fell harder. He continued to untie my wrists then ankles and I threw my arms around his neck. He held me as I fell out of the chair into his arms and cried on his shoulder.

"I- was- so scared." I sobbed and he tightened his grip on my body.

"Elizabeth, I will never let anyone harm you ever again." He put so much force into his words that I knew every syllable was true. In that moment he gained every ounce of trust I had to give. He picked me up and proceeded to carry me out of the warehouse and down the alleyway I assumed the men had come down. "Elle, I'm going to drop you off at the front door of your apartment. Okay? Then I want you to go to straight to your room. I will be there waiting to talk with you."

"I don't feel like 20 questions tonight." I stated in a quiet raspy voice from all the crying.

"Don't worry I just want to make sure you're ok." He escorted me to the front door and disappeared as I walked to the elevator to take it up to my floor. I quietly slipped in the door of my family's house and saw all my bags and my purse to the left of the door. I would pick them up tomorrow. I made my way to my bedroom and opened the door to see Spiderman sitting on my window ledge. I closed my door behind me.

"You can come in all the way." I spoke quietly still in shock from the night's events. I sat down on my bed and stared at the wall.

"Elle?" He sounded so concerned but I couldn't bring myself to answer him the only thing I wanted to do was cry and I did. I never cry in front of anyone but right now there was no stopping myself. I covered my face with my hands as I felt him climb onto my bed, lean against the headboard, and pull me into his lap. My back was against his chest and I felt his beating heart. His heartbeat was the thing that made him human like everyone else and brought me comfort. This was a boy my age who saved my life and cared enough to wrap his arms around me and let me cry on his shoulder and soak his suit with tears.

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***gasp* How did her kidnappers know her name? The plot now thickens!**


	10. Chapter 10

**ATTENTION SUPER WONDERFUL READERS: So I am holding my story hostage and not updating tomorrow unless I get at least 5 reviews for this chapter because right now I feel super unloved by all of you and don't know if I'm wasting my time by writing this story or if I should keep going so let me know. Oh, and Enjoy the chapter :) **

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Chapter 10

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**Elizabeth's POV**

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We sat on my bed in the same position for hours. The majority of the time was spent in silence but there were the moments when Spiderman would whisper comforting words into my ears as I cried on his shoulder. Why did he care about me? Why did this hero that had all of New York in the palm of his hand care enough to sit with me until the morning hours just to make sure I was going to be ok.

"I think you should go." I sniffed as I wiped tears from my face.

"Are you sure ?"

"Yeah, I'll be fine and I need to get some sleep anyway." I tried to force a smile to show that I was going to be ok but I knew it wasn't very convincing.

"Ok I'll see you tomorrow then." He hesitated to go but he climbed out the window and flew away on his web anyway. After he was gone I locked the window and laid back down on my bed to cry into my pillow until I fell asleep.

My mom came in around noon the next morning when I hadn't gotten up for my usual Sunday run. I was laying there under my covers with bloodshot eyes and tear stained cheeks staring up at the ceiling.

"Elle, are you ok?" I nodded and turned over on my side to face the window. "Sweety what's wrong? Did something happen last night?"

"No mom," I said quietly, "I just don't feel very good." I lied as she came over and placed her hand on my forehead.

"You do feel a little feverish. Just rest and try to sleep it off. If you don't feel any better tomorrow you can stay home from school." She turned to leave and shut the door behind her. I didn't sleep at all that afternoon I just laid there staring and replaying every moment from last night. What if I had just let Gwen drop me off at home? What if Spiderman didn't find me? Where would I be now? At around 10 that night the familiar tapping came at my window. I looked over from the spot on my ceiling and saw Spiderman. We made eye contact but I didn't get out of bed to open the window I just turned over on my side and began to stare at a new spot on my door.

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**Peter's POV**

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What had happened to her? She looked so... broken. The fire in her eyes was barely a flicker when she had turned to look at me. I prayed she would be at school tomorrow so that I may be able to help her reignite that flame. I couldn't let this one incident crush her. I would not let her crumble.

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**Elizabeth's POV**

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I walked through the doors of the school just in time for the last class of the day. I went to my locker to quickly grab my notebook and then walked to class. I walked through the door just as the bell rang and all eyes were on me as I took my seat. The only reason I was here was for Cross Country practice. I was not going to let Miss Harris down. She had seemed so excited for a new team mate and who knew, maybe this would help me get out of the slump I was in. After the last bell of the day rang I made my way to the locker room to change into running clothes then went out to the track behind the gym.

"Elizabeth nice to see you again. Are you ready to show me what you got?" With that one statement something clicked. The fire inside me that had almost flickered out over the weekend was back and bigger than ever.

"As ready as I'll ever be." I felt bubbly again and went over to join all the other girls who were stretching

"Ok, I want you all to jog a mile around the track to warm up and then I'll start timing you for the hard stuff." We started out together but soon enough I was leading the group in the mile jog. My determination to be the best came rushing back and I was ready to run myself into the number one spot on the team. After the mile was done we went into timed miles with a goal of under 9 minutes. This caused numerous girls to groan probably because it meant they would be pushing their normal race pace. When she blew the whistle we were off. I was leading the pack again and continued to distance myself with every stride. As I finished the last lap with a time of 5 minutes and 30 seconds I saw Peter Parker leaning against the fence with his camera taking pictures. While the other girls were finishing their miles I jogged over to Peter and smiled.

"Hey Pete, whatchya up to?"

"Taking pictures for the school paper. You are really fast by the way."

"Thanks. How was your weekend?"

"Pretty boring. How about you?"

"Uhm, do you think you could wait for my practice to end because I want to talk to you about something really important." I bit my lip hoping he wouldn't mind waiting.

"Yeah, sure. I'll finish up with my pictures then I'll wait for you on the bleachers."

"Thank you so much." I smiled as my coach called me back over for the next mile where she wanted us to try for under 8 minutes. Each time she lowered the goal time by a minute and each time I lead the group with the fastest time. After the 6 minute mark she looked at the girls leaning over trying to catch their breath.

"Ladies, I have a little wager for you. If any of you can get under the 5 minute mark I'll take you all shopping for new running shorts." The whole time she looked at me as if she was challenging me to push myself for once during the practice, "Who's up for it?" Everyone groaned but this was my chance to step up and be a leader.

"Come on guys! She thinks we can't do it! Let's prove her wrong and run faster than she has ever seen us run!" I then lined up at the start line waiting for them to join me but no one ever did.

"Only one taker? Ok let's see what you really got Lewis." She blew the whistle and I was off. I went into my zone and pumped my arms and pushed my legs as fast as the would move. If I could beat this time I would have a new personal best and something to shoot for each time I ran. Going into the last turn on my final lap I could see the girls jumping around and cheering for me. Peter was also looking on in amazment as I pushed myself even harder and crossed the finish line. I collapsed to the ground with my legs shaking from being worked so hard. The whole team went silent as Miss Harris prepared to announce my time.

"Well ladies, when do you want to go shopping because Elizabeth just beat the 5 minute mark." I jumped up off the ground to see the stop watch with the time of 04:59:03 flashing across the screen. "Say hello to your new team captain girls." Miss Harris said as she patted me on the back while I jumped up and down with the rest of my team.

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**Remember: no reviews, no update. Hope you liked it. **


	11. Chapter 11

**Well everyone, thank you for the reviews! I never want to hold the story hostage ever again so please keep the encouraging comments coming! **

**-CBryant123: I'm glad you like the story and I apologize for the grammar mistakes. I've never been good at grammar but I do try. I proofread the chapters like 3 times and I have a friend read all of them before the readers do. Also I think that its important for Peter to be a different person in his suit. I think in the movies they have him act somewhat different as well :)  
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**-Guest: I thought it was important to get a more outgoing OC out into the world because I was tired of all the depressing lives that some of the others led but of course she will have her own struggles in the future.  
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**-Pwny: I always shoot for at least 1,000 words per chapter and when they go over you all get lucky :) I will try to take this into account and make my chapters longer just for you! (like this one is over 2k i think)  
**

**-Pinegirl14: Thanks and I promise I will continue as you can see I'm updating now :)  
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**-PSDW: Even without your second review I would've updated because I hit the 5 review mark but thank you because you seriously made me laugh. I hope you like this next chapter!  
**

**-CrackYourRein911: TADAHHHH! I updated :)  
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**-Hufflepuff Hex: Sugar babies are a candy right? So your saying you were hyped up on those while reading my story? Sweeeeeettt :) (like my pun there?)  
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**-SilentStorm1999: I PMed you :) don't worry its not a fit of rage.  
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**Now go enjoy Chapter 11!  
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Chapter 11

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Elizabeth's POV

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"Great practice today girls! See you all here same time tomorrow and Elizabeth great job." Miss Harris smiled at me as I grabbed my bag and walked out of the locker room. I looked around for Peter who had said he would be waiting for me so we could talk about my weekend as he walked me home. Peter was leaning against the trunk of a tree while he messed with something on his camera.

"Hey." I bit my lip as the nerves from what I was about to tell him built up inside my stomach. No one but me and Spiderman knew about my kidnapping so naturally I was scared to confide in Peter. As he looked up from his camera though, something in his eyes comforted me and made me realize I was making the right decision.

"Hey, what did you want to talk about?" He placed his camera in his backpack as we began to walk slowly to my apartment.

I took a deep breath before I began and I knew he could tell I was nervous. "Peter, I was kidnapped on Saturday night." He stopped and turned me to him.

"Oh my God Elizabeth, are you ok?" He looked so concerned as I felt tears welling up behind my eyes. I was not going to cry anymore about this especially not in front of Peter but I felt my self slowly slipping back into the place I was yesterday. I couldn't go back there! Everything about me was too cold and distant. I would not let my self slip back.

"Yeah, I think so. Spiderman saved me but there was something that happened in the warehouse that I didn't tell him about." I saw Peter's muscles tense up and he began to look nervous for what I was about to tell him.

"What happened?" I couldn't hold in my tears anymore as I came to grasp the severity of the situation and I felt them begin to roll slowly down my cheeks. Peter didn't hesitate to wrap me in his arms and comfort me but he felt as tense as he looked. "Elizabeth, what happened?"

I stepped out of his embrace and took a shaky breath, "They knew my name and they said that they were trying to get information out of me."

"Do you know what information?"

I shook my head, "No I don't."

He ran his hand through his hair looking frustrated then brought his attention back to me, "Are you ok now?"

"Yeah definitely." My response was not as convincing as I had liked it to be and Peter raised an eyebrow at me. "I was in bed all day yesterday and all morning today but when I got to cross country I felt all my emotions and personality just come flooding back." I saw Peter relax a little but he still seemed distracted as we continued to walk to my house. He then insisted on coming in the elevator with me as well which made me laugh but I let him come anyway. His clingy habits had lost their annoying factor completely and now I just enjoyed spending time with him.

"Do you want to stay for dinner? I don't know what we're having but my mom's a pretty decent cook." I looked at him hopefully and he smiled back.

"Yeah, sure. Let me go call my Aunt May and then I'll be right in." I walked into my apartment to find my whole family in the kitchen area.

"Okay guys I kind of invited a friend over for dinner because he walked me home so please be nice." I turned to go let Peter in. "Oh! and normal." I smiled and then went to open the door. "Come on in. Mom, Dad, Bryan, this is Peter Parker."

Peter smiled his nervous crooked smile and waved awkwardly, "Hi, everybody."

"So does this mean your dumping Johnny?" Bryan was the first to speak and I saw my whole family's face light up with hope.

"Bryan! Of course not! Peter is just a friend from the new school." I felt the heat rise in my cheeks.

"and lab partners." Peter pipped up from behind me and I laughed.

"Yes, and he's my lab partner."

"Well Peter," my dad started, "make yourself at home and can I get you anything to drink while my wife finishes up dinner?"

"No thank you Mr. Lewis."

"Hey Peter do you want a tour of the house?" I asked trying to get him away from my parents.

"Yeah sure."

"Ok follow me." I lead him down the hallway that held the bathroom, the bedrooms, and the den but we stopped in my room first.

"So this was never going to be a tour was it?" We both laughed as I shook my head.

"No, I just wanted to get away from my parents until dinner."

"Ya know I could probably learn a lot about you from looking around your room."

"Ok fine try to find five interesting facts about me from looking at my stuff." He smiled at me as he looked at my stuffed animals.

"What's with the toys?"

I gasped, "They are not just toys! They are life long friends that saved me from nightmares and monsters under the bed when I was little." He burst into laughter as he set the lion he was holding back on the pile.

"Ok, which one is your favorite?" I looked at the pile in concentration.

"Does it have to be just one?"

"Yes."

"Are you sure? Couldn't it be two? or three?"

"Elizabeth Lewis pick your ONE favorite animal." Peter was trying to be stern but failed miserably as a smile danced across his face.

"Fine, I pick Mister Bugsy." I picked up a blue fluffy bunny with floppy ears and hugged it close to my chest. Peter continued to smile as he proceeded looking around my room. This time he stopped at the guitar in the corner.

"Do you play?"

"A little but I'm not very good. I'm still learning." He picked up the guitar and brought it over to me.

"Come on Elle, I'm sure you're not horrible."

"No Peter trust me, I am." He pushed the guitar into my arms. "Play."

I groaned, "Fine." I slowly placed my fingers on the strings and played a very out of tune C chord then I put the guitar down.

"That's it?" He questioned in disbelief.

"Um yeah."

"You really are horrible."

"Hey!" We both laughed knowing it was true. Peter then moved on to looked at my bookshelf.

"You like to read?"

"Of course."

"Why?"

"When you read you can have every adventure you've ever dreamed of."

"What adventures do you dream of?"

"Flying to a magic kingdom in the sky where a giant lives, swimming to the depths of the sea with the mermaids, riding with the cowboys in the wild west. Any adventure you imagine is something I dream of." He moved on to my trophies.

"Well this is an obvious one. You love to run and you're good at it."

"You would be correct." He didn't linger to long at my awards as he focused his gaze on my pictures but he stopped at the one of me and Johnny.

"Is this your boyfriend?"

"Yeah, Johnny is his name." I sighed as I picked it up and looked at it. "This was taken last summer when we were... happy."

"You two aren't happy now?" He raised his eyebrows at my statement.

I placed the picture back on the shelf, "He cheated on me last winter. He said it was a moment of weakness and he would do anything to take the moment back if it meant he could stay with me. It took some time but I forgave him."

"How could you forgive him?"

"Peter, I have a rule that I try to follow daily. My rule is that I never look back."

"Why?"

"Because if I spend all my time looking into the past at all my doubt, fear, and failures I will miss the beauty of the future and the promises it holds for me. That's how I got over the situation that happened on Saturday. If I had stayed in the place I was in of fear and numbness I would eventually get stuck there and no one, not even Spiderman, would be able to save me."

"But if you never look back how will you learn from your mistakes? How will you remember the memories you made if you never take the time to reflect on the past?"

I opened my mouth to speak but air was the only thing to come out. Peter Parker had just made me doubt my life rule.

"Do you love him?"

"Excuse me?"

"Do you love Johnny?" I hesitated to answer but was cut off by Bryan.

"Liz, can you help me with some math homework?"

"Yeah of course Bry." I walked over and sat on my bed to see the problem he had laid out before me. I looked over it and scrunched my face in frustration of not being able to figure it out. "Peter can you help me over here?" Peter came over and within seconds had the answer and explination.

"Thanks Peter! Oh and dinner is ready." Bryan said as he ran to go put his homework away and sit down at the table.

"Thanks for helping him Pete. I can usually help him figure it out but I haven't done Geometry in a long time." I started to lead him out of my room but he stopped me.

"Wanna know what I learned about you?"

"Ok go." I started to count off the facts on my fingers.

"You collect stuffed animals and your favorite one is Mister Bugsy. You love to read because it lets your beautiful imagination run free. You can't play guitar. Actually you are horrible at guitar but I'm sure you would be awesome if you took the time to learn. You enjoy life and have a beautiful smile."

"Ok where did you get that one?"

"From the pictures of you messing around with your friends." I nodded my head and motioned for him to continue.

"You have a boyfriend named Johnny."

"Ok, that's five." I started to leave the room again but he stopped me again.

"You never told me if you love him or not." I groaned. Why did Peter have to challenge me? Why did he make me doubt what I had already set in stone for my life?

"Honestly Peter, I'm not sure." He knew that the conversation was over but he seemed satisfied with my answer as we walked to the kitchen to eat.

* * *

Dinner went really well and I was beyond pleased. Peter conversed comfortably with both my parents and Bryan. He made jokes, told funny stories, and by the end of dinner everyone's sides hurt from so much laughter. I couldn't help but compare this to previous dinners with Johnny. Those dinners seemed so tense and uncomfortable but this felt so natural.

After Peter had left we all cleaned up the kitchen and my parents complimented me on what a nice friend I had made. My mom told me to keep him in reserves so that if anything should happen to my relationship with Johnny I would have Peter to fall back on. I shook my head as I walked to my room but Bryan stopped me as I walked past his door.

"Hey, Liz?"

"Yeah?"

"I like Peter. I like him a lot." I smiled softly and walked into my room whispering to myself,

"I like him too."

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**Let me know what you think :) **


	12. Chapter 12

**Time for some Mother/daughter bonding and feelings to be revealed...! :)  
**

* * *

Chapter 12

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**Peter's POV**

* * *

The real Elizabeth was back and for once in my life it wasn't me who had to save the girl because she had saved herself. Dinner with her family went fantastic and I was getting ready to go spend more time with her as Spider-man. Could this night get any better? I climbed onto her fire escape and tapped on her window as I saw her laying across the bed. She sat up with her phone to her ear and gave me the "one second" signal with her finger. She stood up and started to pace around her room. She was smiling and laughing with the person on the other side of the phone. Oh, how I wished I was that person. I then watched her say the words "I love you too" into the phone and my heart dropped to the pit of my stomach. She was talking to Johnny and he was the one making her so happy.

* * *

**Elizabeth's POV**

* * *

I laid across my bed as I talked with Johnny. We had finally found a time that worked out where he could call me. I was excited and I couldn't stop smiling or giggling at everything he said.

"Ok babe I gotta go finish some homework but it was awesome talking to you. I Love you Lizzy."

"Ok Johnny, I love you too." We finished our good byes and hung up. I flopped back down on my bed and ran my hands across my face in frustration. Why did there have to be three amazing guys in my life? I just told my boyfriend that I love him but I doubt if I really do. Peter made me question how strong my relationship with Johnny really is because he's able to make me feel things that Johnny never could. Then there's Spider-man who is just awesome and I know I shouldn't be developing feelings for him or Peter but I am. I was pulled from my thoughts as I heard tapping at my window and remembered that one of those amazing guys was waiting on my fire escape for me.

"Hey Elle. How are you doing?" He asked me the question hesitantly as though his words would break me.

"So much better. I went running today and everything just clicked back into place."

"Good I'm glad!" We then stood in an awkward silence and I searched my mind for words to say.

"Thanks for saving me by the way."

"No problem. I mean it is kind of my job."

I gave a small laugh and smiled, "I know but your job doesn't require that you hold me into the early morning hours to make sure I'm going to be ok or wipe my tears away or let me cry on your shoulder."

"I don't do those things because I have to, I do them because I want to." He moved closer to me to tilt my chin up with his finger and I looked into his glassy eyes. "Elizabeth, I would do anything for you. I would climb the tallest mountain and go to the ends of the earth just for you." His words were barely a whisper and meant for my ears only. The butterflies in my stomach were going crazy as I realized that this was probably the sweetest thing any guy had ever said to me. Then my stupid mind had to wander to Johnny and Peter and the moment was ruined. I turned my head away and sighed with frustration.

"Why do you do this to me?"

"What?"

"Why are you so... so perfect."

"Trust me Elle, I am anything but perfect."

"There you go again! Making yourself seem so much less then you really are! Do you not realize that you are brilliant? You are kind, funny, smart and sympathetic! Did you know that I have never smiled or laughed with anyone this much until I met you?" He was looking down at his boots when I glanced over at him. "I hate this! There are three amazing guys in my life that I shouldn't have feelings for but I do and you're one of them-" I was shocked when I was cut off by being gently pushed against the wall and his lips on mine. This shock lasted only for an instant when I realized this was what I had wanted ever since he saved me the first time. I placed my arms around his neck and leaned into the kiss. I wanted to tear off the mask and answer the question of who this was but the mystery added a thrill to the moment. The fireworks that had been going off in my head died down as we pulled away from each other to breathe after kissing for the longest few seconds of my life.

"Wow," Spider-man pulled his mask back down over his mouth and we both burst out laughing from his amazed comment. My laugh slowly turned to a smile, then a frown, then me guiltily biting my lip.

"We shouldn't have done this."

"Huh?"

I closed my eyes tightly, "I just told my boyfriend I loved him." There was silence.

"I'm sorry, you're right. I knew you had a boyfriend and I shouldn't have kissed you."

"It's not just your fault. I shouldn't have kissed you back."

"Do you really love him though?"

"Why does everyone keep asking me that?!"

"Well, do you?"

"Ok Spider-man, you want to know the truth?"

"Actually yeah I do."

"I don't think I do. There may have been a time when I did but after he cheated on me I was lying to both of us. Every time I tell him I love him on the phone is more of a question to myself that I can't answer."

Spider-man was about to speak when there was a large explosion about 2 miles away and he flew off in a hurry without saying good bye.

* * *

When I felt angry or nervous or guilty and couldn't fall asleep I would usually turn on the news and try to doze off to it. Tonight I felt all of those feelings twisting up my gut. It made me sick that I had done exactly to Johnny what he had done to me a few months ago. Granted his offense was much worse than mine, I still felt unfaithful. Even if I had admitted to myself that I may not love him he was still my boyfriend.

After about an hour of lying awake I got out of bed to go be productive. I went to the kitchen to cook something. As I passed the family room though, I saw my mom sitting on the couch reading a book and sipping tea.

"Hi Sweety I thought you went to bed."

"I couldn't sleep so I thought I would try to cook something."

"How about instead of cooking and waking up the whole family you come sit next to me and we can talk about whats keeping you up." I nodded and leaned into my mom's side as she wrapped her arm around my shoulder. "Ok Liz what's up?"

"Well, how do you know if you love someone or not?"

"Is this about Johnny?"

"Yeah, I'm just confused about whether or not I love him. I've had two people ask me if I do and both times I haven't had a real answer."

"When I knew I loved your father was the day that I realized every time I saw his face my heart skipped a beat. Every time he kissed me I felt the butterflies in my stomach. Every time I wasn't by his side my heart ached for him. I knew I loved your father when every second a part from him made me think I couldn't live without him."

"Do you still feel that way about him?"

"I still love your father but those feelings I had were only the beginning. As you get older and you have spent more time with the one you love, the definition of love changes. The love you feel for each other matures. You realize that each of you has to give 100% in the relationship. You realize that Love is having patience and respect for one another. You realize that you have no love without trust and you can never have love when one of you keeps grudges against the other. That is how I love your father now Elizabeth."

"I still don't know if I love Johnny mom."

"Oh Honey, You don't need to make that decision now. You are still so young and have time to figure that out." She wrapped both arms around me and kissed my forehead. "How about you go crawl back into bed and try to sleep now. We can talk more about this in the morning."

"Thanks mom, I love you."

"I love you too."

I walked back to my room and rested my head back down on my pillow. My eyes began to droop as the tv lulled me to sleep and caused me to miss the most important thing the anchor lady had to say: Spider-Man was dead.

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**... And a cliffhanger! Let me know what you thought with a review or a follow or a favorite :) The more Love I am shown the quicker I update and the less writer's block I have ;)  
**


	13. Chapter 13

**I am so so so incredibly sorry for not updating over the weekend but my power had been out from Saturday afternoon until today at like 11 because of a huge storm :P It was SOOOOOO BORING! and I also felt tortured because I couldn't type up any of my story :'( but I guess that was good because I have 3 summer reading books that I have to read in 2 weeks so I finished 1 and a 1/2 of those with a flash light. Well anywho here is chapter 13. Enjoy!**

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Chapter 13

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Elizabeth's POV

* * *

The next day at school everything was different. Peter and Gwen weren't there, everything seemed so quiet, and everyone seemed so... sad. I went through the morning feeling kind of lonely without Peter by my side the whole time but at lunch the feeling was pushed to the side as I went to find Alice and Samantha so I could figure out why Gwen wasn't at school.

"Hey guys, where's Gwen?" I asked as I bit into the sandwich my mom packed for me.

"She's not here." Samantha continued to fork at her salad without looking up.

"Thank you Captain Obvious. Do you know why she's not here?" Samantha looked up in surprise with tears welling up in her eyes.

"You really don't know what happened last night do you." I raised my eyebrow in confusion.

"What happened?" I asked cautiously

"Lizzy, Spider-man died last night." Everything around me stopped. My heart felt like it had been ripped from my chest and that all air had been knocked out of me. A knot in my stomach began to form and tighten as I began to feel dizzy.

"How?" I was only able to choke out that one syllable as I felt tears begin to well up.

"He was trying to save some people from a building that had exploded but it was a trap. The bad guy was controlling a robot which picked him up and slammed him to the ground. Spider-man didn't move after that and then the robot slung him out into the middle of the ocean. " Tears had started streaming down Alice's cheeks while she told the story. "I guess search crews have been looking all through the night and the morning but haven't found anything according to the news."

"Excuse me." I shakily got up from the table and ran to the bathroom. I closed the stall door behind me and began to throw up everything I had in me from breakfast and the small part of lunch I had eaten. I then slowly slid down the wall into a sitting position with my knees tucked into my chest as I sobbed into my hands. I felt myself breaking. I felt myself crumbling to pieces and the strength I thought I had turned to weakness. I stayed in the bathroom crying for the rest of the day and then left without going to cross country practice. On my walk home I decided to call Gwen and see if she was ok.

"Hello?" Her voice sounded tired like she had also been crying.

"Gwen? Are you ok?" I continued to hold back the tears that wanted to pour from my eyes.

"Lizzy, I-I'm... I think you should come over."

"Why?"

"We need to talk about something really important." Gwen hung up before I could say anything else. I then changed the direction I was walking and made my way to her apartment.

* * *

Gwen's POV

* * *

I looked over at the bed where he lay unconscious still from the night before. Peter was barely hanging on but I couldn't take him to the hospital. I had stayed home from school to make sure he didn't slip away during the day. I stitched up the gash on his forehead and abdomen along with keeping ice on his burns from the explosion and bruises from being slammed against the ground. I knew his body was able to heal quicker than a normal human's but what if this was just too severe? What if this was beyond healing? No, I couldn't let myself think like that. Last night had been scary for both of us but he was out like a light for most of it so I had to suffer alone. I sat in my bed watching him get beat up by the man in the robot and then saw him flung through the air into the water. The second the anchor woman said Spider-man was dead I grabbed my phone, wallet, and keys and sprinted out of the apartment in my pajamas to the beach where, if he was alive, Peter would most likely emerge.

"Well, well, well, look who it is. Gwen Stacey." I heard the deep voice behind me say my name and my blood chilled. "Spider-man's old girlfriend." The man came closer and put his hand on my shoulder. "I need your help Gwen." Though the voice sounded unfamiliar I recognized the way he said my name.

"Tony?" I turned around and looked into my boyfriend's eyes that had an evil glint to them.

Tony cackled at the fear that I had mistakenly let flash across my eyes.

"What's going on?" I whispered.

"Gwen I have a friend in high places who needs your help with an important plan he's trying to carry out."

"What are you talking about?" He wrapped an arm around my waist and pulled me close as he whispered into my ear.

"We're trying to get rich quick babe and maybe we can get rid of Spider-man in the process." I gasped at his words.

"I would never help anyone like you!" I spat at him.

"Oh you will when you see this." He pulled out a phone and started pushing some buttons but when I saw the screen my heart skipped a beat. My mom and brothers were all blind folded and bound to chairs in a dark room.

"No!" I screamed

"Shh shhh shhh." He wagged his finger and shook his head. "Gwen if you ever want to see your family again you will do exactly what we tell you to." I had already lost this fight and I hung my head in defeat.

"Wh-what do you need me t-to do?"

"I will give you the rest of the instructions from the boss later but right now when Spider-man washes up on shore I need you to take him back to your apartment and help him with his injuries. He won't die, not tonight at least because we still need him alive." I watched as an evil smile spread across his face. "Then I need you to spend some time with Miss Elizabeth Lewis."

"What does she have to do with any of this?"

"Oh, she has everything to do with this. She is the missing piece to our little puzzle. Well that's all you need to know for now because Peter Parker will be washing up soon."

"You know who he is?"

"Of course I know! Why do you think I started dating you after you two broke up?"

"We are so over!" I screamed at him as the sting of his words pierced my heart. I thought I had loved Tony but he just used me to get to Peter!

"I don't really care Gwen." He turned to walk away. "Oh! I almost forgot. If you mention one word of this to Peter the rest of your family will be dead in an instant." Tony then hopped into his daddy's red care and drove away. I turned back to the water in shock as Peter washed up weakly spitting up water. He had whispered my name and then fallen back into unconsciousness. I was pulled from my thoughts of last night as the door bell rang. It was Elizabeth. I put Peter's mask back on gently and went to let her in.

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**Let me know what you think! :) I care about your opinions! Oh! and maybe if I get at least 5 reviews before the end of the day I will give you chapter 14 early since I didn't update for 2 days ;)  
**


	14. Chapter 14

**Sorry I didn't do the double update that I was considering yesterday but by the time I got the goal number of reviews it was past midnight and the chapter wasn't even finished being typed yet. In other news I saw the movie again last night and got seriously inspired so be prepared for some major fluff in the coming chapters. We will also learn more about the thickening plot. I would also like to let you all know that I am aiming for this story to be around 30 chapters or more if all of my chapter planning goes according to plan. I hope you will continue to enjoy and if you don't want the story to be that long LET ME KNOW! here's chapter 14 :) **

* * *

Chapter 14

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Elizabeth's POV

* * *

I began to feel the tiredness from crying rush into my body as I waited for Gwen to open the door. The tears had stopped coming during the long walk over and now my eyes just stung with drowsiness. Gwen opened the door and I could tell she had been crying too. Her eyes were puffy and bloodshot while her cheeks had the faint stain of tear tracks. What was it with us girls and crying over a superhero's death.

"Hey," I spoke in almost a whisper as Gwen motioned me in.

"Hey. So I take it you heard about last night?" I felt more tears begin to bubble up inside me. I should've known I wasn't done crying yet. Spider-man and I had just started becoming friends and I had lost him. I didn't know what I was going to do each night without him showing up on my fire escape to make me laugh after stressful texts from Johnny or stupid homework assignments.

"Yeah." I sniffled trying to force them back.

"I have to show you something. Come with me." She turned and I followed with a lump in my throat. She took a deep breath and opened her bedroom door where Spider-man lay on her bed. I gasped as the knot in my stomach tightened. He looked horrible. His suit was all torn up and soggy looking with his mask being the only thing still in tact. It took all the strength I had in left in me to keep myself from rushing to his side and falling to me knees like a sobbing mess of a girl.

"Is he really...?" I couldn't stand to finish the question. I couldn't let my biggest fear become a reality out loud.

"No." Gwen shook her head and sighed. "He's just injured really badly and unconscious. He had a pretty large gash on his forehead and waist that I had to stitch up. I'm also applying ice to his burns and bruises around the clock." She walked over to a chair by the window and slowly sat down. It looked like she had had a long night on her feet but something she said caught me off guard.

"Wait you stitched up his forehead?"

"Yeah. He probably cut it when he got slammed against the ground. If he doesn't have a concussion I will be extremely surprised." I ignored everything else she had to say as realization slapped me across the face.

"You know who he is." I said this more as a statement to myself then a question that I was asking her.

"Yes Elizabeth, I do but it's not my place to tell you and it never will be. I believe he will tell you when the time is right." I nodded knowing she was right but another question began to rise up inside me.

"Are you two a, uh, you know, couple?" Gwen looked like she could've laughed but then changed her mind about it as she simply shook her head.

"No. Not now at least. We were a while back but we eventually went our separate ways. He still comes around here every so often when he has a bad enough injury that he needs help with but that's just because I'm the only one who knows about his real identity." Her shoulders then sagged slightly with disappointment. "I'm sure once he tells you who he is I will be out of the picture for good because he will most likely start to show up on your fire escape with injuries."

"Elle?" We both turned our attention to the bed as Spider-man began to stir.

* * *

Peter's POV

* * *

"Elle?" I moaned feeling pain all over. Every muscle ached and every slight movement I made hurt. My head was pounding and I thought it was going to burst open. "Elle?" I moaned again. I knew I had heard her voice but I couldn't get my eyes open enough to see whether or not she was really there. Last night was a total blur and the only thing I remembered was that I should be dead. I was slammed against asphalt with monstrous force and thrown into the ocean while almost drowning in the process of swimming back to shore. No wonder I was in so much pain but luckily for me Gwen knew where to look for me. I don't know how but she was able to calculate where I would wash up onto shore if I were alive from the battle.

"Hey, hey, hey." I heard Elizabeth's familiar voice by my side as I felt her kneel down by the bed. I felt her hand gently rub across the top of my head. "I'm right here." Her voice sounded tired and I could tell she had been crying. I wanted to wrap her in my arms and tell her everything was all right but my body wouldn't function and my voice wouldn't make a sound. When I tried to speak the dryness of my throat sent me into a coughing fit that made the pain radiate throughout my body. I then felt fingers gently lift my mask half way and support my head as a cup was lifted to my lips for me to drink from.

"Gwen, I think I'm going to go. I can't stand to see him like this and I've had a long day of crying. I can't stand anymore tears." I heard Elizabeth's whispers to Gwen with my spidey senses and I knew she was fighting back more tears. I was making her suffer and it sent a pang of guilt through my chest. I forced my eyes open to see where Elizabeth was and reached out to grab her wrist so she couldn't leave.

"Stay." Was all I could choke out. I saw Elizabeth turn and slide her wrist from my grasp but intertwine her fingers between mine as she knelt back down. The tears were falling in a steady stream down her cheeks and onto the bed. I needed to comfort her whether it hurt me or not. I reached out my other arm and wiped the tears away with my gloved hand. "Hey," I whispered softly, "I'm ok Elle. Everything is going to be ok." All of this was a whisper that I knew only she could hear. That was the only way I was able to speak for the time being. She closed her eyes tightly trying to stop herself from crying any further. Elizabeth took a shaky breath and then opened her eyes visibly recomposing herself.

"I was so worried that all the stories were true. I thought you were dead." She softly laid her head down on my chest. I knew that she was listening to my heartbeat to comfort her and reassure her that I was alive. She was making sure this wasn't a good dream that was teasing her after a nightmare of a day thinking I was gone forever.

"They can't get rid of me that easily." I felt her lips form the tiniest of smiles against my suit as I wrapped one of my arms across her back. Elizabeth stayed there for a moment but then shifted her position. She had carefully crawled onto Gwen's bed making sure not to hurt me and was laying right next to me. Every aching muscle and pounding pain in my head relaxed as her presence comforted me. I pulled her closer to me and whispered into her ear.

"I'm sorry about last night." She opened her eyes and looked into mine.

"It's ok. Let's-let's forget about it. ok? I think right now we should just be friends. We've only known each other for a few days and before I go falling for you I want to get to know you more first and make sure you will be there to catch me."

"Trust me, that will never be a problem." I watched as another smile danced across her face as she relaxed deeper into my arms. I felt her heartbeat slow down and her breathing become steady as she fell asleep in my arms. I just laid there watching her until I drifted off as well.

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**Show me some love with a follow, a fave, or a review! :) Will consider doing a double update today if enough people review asking for one. Chapter 15 is already typed up and waiting for you, you just need to ask for it! Oh and I just wanted to say I love all my readers you are amazing. **


	15. Chapter 15

**Well here is Chapter 15 like I promised if you guys reviewed and you did! See good things happen when I get reviews! Speaking of which all your reviews are so sweet! Thank you for them and keep them coming! :) I will admit this chapter consists of quite a bit of friendly fluff but in the upcoming chapters there will be some actiony plot thickening stuff! So stay tuned! Now go enjoy the chapter you wanted so much.  
**

* * *

Chapter 15

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Elizabeth's POV

* * *

The next few weeks went by extremely quick and everything was returning to normal. Gwen and Peter both returned to school the day after I saw Spider-man at Gwen's apartment. Peter apparently was at the doctor's that day because he fell off his skateboard the night before and Aunt May feared that he had a concussion. On the other hand Gwen seemed... different. She seemed tired and quiet all the time but then again she was one of those people who got extremely stressed over school. I came to the conclusion that since finals week was almost here she was overworked from studying and needed a break. Along with finals week coming up my birthday would be here soon too which also meant that Christmas was on its way. Thanksgiving had come and gone as fast as it does every year. Nothing too exciting happened over that holiday. My parents had decided that since we didn't have any family in town to celebrate with this year we would go away for a long weekend to visit my grandparents in Pennsylvania. Spider-man had healed quickly, just like both he and Gwen suspected he would, and crime rates had been low ever since. The mean robot controlling dude hadn't shown his face around town since that night but Spider-man didn't believe he was gone forever. It was only a matter of time before he showed his ugly face again.

* * *

Today I was extremely excited and in a very good mood. Peter was taking me somewhere after I finished showering from cross country practice and was going to give me my early birthday gift. I had insisted that he didn't need to get me anything but he insisted that he needed to. I walked out of the locker room and saw Peter standing by the usual tree that had become our meeting place.

"Hey Pete!" I jogged over to him and smiled as he put his phone back in his pocket.

"Hey Elle, are you ready for you birthday present?" He seemed excited about whatever he was going to be doing for me today.

I shook my head, "Yup!" We started walking and after a few blocks curiosity got the best of me. "So where are we going?" Peter shook his head vigorously which caused his hair to flop around.

"Nope, I'm not telling you. It's a surprise until we get there." I groaned but couldn't keep from smiling.

"Fiiinnneee!" We continued to walk and talk about our days at school until we came to the entrance of Central Park. "What are we doing here?"

"Well, I happen to know that since you have moved to New York you have not been to Central Park yet so we are going to take a walk around and find your present."

"No way!" I giggled with excitement.

"Mhmm. Come on." I followed in step beside him as we started to walk along a path under the still changing fall trees and eventually we came to a bridge. "Ok, close your eyes."

"What?"

"Close your eyes. Ya know like this." He closed his eyes and then covered them with his hand in a dramatic fashion with a hint of sarcasm in his voice as he did so.

"Well no need to get sassy." I laughed as I mimicked his actions of closing my eyes. "Don't let me fall into the water."

"Don't worry I won't" He held both my hands as he led me across the bridge and into what I guessed was grass. He stopped walking but I bumped into him. Peter then proceeded to spin me to face the other direction while my eyes were still closed. "Open your eyes." I did as he told me to and gasped when I saw a picnic blanket spread out under a tree with orange fall leaves. The early evening sun's rays were shinning through the gaps in the branches which caused the dust particles in the air to shimmer and make the whole scene look magical.

"Oh Peter!" I whispered still in awe. "It's beautiful."

"I hoped you would like it." He stepped forward and wiggled his eyebrows as he opened the picnic basket. He then motioned for me to come sit down beside him.

I laughed. "So, what's for dinner?"

"Aunt May helped me pack some sandwiches, fresh fruit, and two slices of her amazing double chocolate cake." He had pulled out each item from the fancy looking basket that had been placed before we got there. Two bagged sandwiches, a bowl of strawberries, pineapple, grapes, kiwis, watermelon, and oranges, and a plate with two slices of cake that made me want to drool just looking at them.

"Wow Pete this is amazing! Your the best!" I leaned over and gave him a hug. I thought I saw him blush just slightly as he unwrapped his sandwich and started to eat while I did the same.

While we ate, we talked about everything under the sun. We talked about the future, our child hoods, the weather, our families, and school. Peter had become my closest friend at school next to Gwen and I had become able to trust him with everything. While we were eating and chatting, a late November breeze swept threw the trees around us and sent shivers all throughout my body, chilling me to the bone. That day my mom had driven me to school and in my hurry I had left my jacket at home.

"Elle, are you cold?"

"Yeah sort of. I left my jacket at home this morning because I was in a rush." Without hesitation Peter was taking off his sweatshirt and handing it over to me.

"Here, take mine."

"What about you, won't you get cold?"

"Nah, I have an extra jacket in my backpack if I need it." We then sat as two friends in a comfortable silence as I cuddled into the warmth of his sweatshirt. It smelled just like him. Whatever deodorant or cologne he was wearing smelled so good and I never wanted to take this sweatshirt off.

"Do you need a tissue?" He joked as I realized I had my nose buried in the sleeves.

"Oh, uh, I-I, uh, it just, uh, smells really um good." I stated with flustered embarrassment painted across my blushing face. Peter threw his head back and laughed.

"Don't worry Elle, It's ok. I know I smell amazing and I am totally irresistible."

"Wow, cocky much?" We both snickered but Peter stopped as he realized he had forgotten something.

"Hey, I have something for you." He walked over to behind the tree and picked up a light blue gift back with a neatly tied polka dot ribbon. He handed it to me and I was at a loss for words as I untied the ribbon and looked through the tissue paper.

"Peter," I sighed as I read the card, "That is so sweet. Thank you."

"Go on, there's more than just a card." I continued to look through the bag and pull out tissue paper. The first thing wrapped was soft and plush. I pulled it out of the wrappings and smiled as I hugged the stuffed puppy close to my chest.

"It's so cute!" I exclaimed as I pulled it away and looked it over. Peter motioned me to go on. I tore the wrappings off of a square object that turned out to be a book. I turned it over and read the back which said that it was about a girl who was able to travel in time and had to do so to save her father who had been kidnapped. I reached back into the bag and pulled out another object that I guessed to be another book. This time it was Playing Guitar for Dummies. I laughed at the thought of the time Peter came to my house for dinner. I stuck my hand back in the bag and felt the one last item and pulled it out. The object was a tiny box that had another ribbon on it. I slid the ribbon off, opened the box, and gasped at what was inside. "Peter! It's beautiful!" I pulled out the silver necklace of a little running shoe with wings on it. It had little diamonds on the wings and my name etched on the back.

"D-do you want me t-to put it on for you?" He blushed slightly as he stuttered out his question.

"Of course!" I exclaimed. As if I would let anyone else put this beautiful necklace that he had bought on for me. I lifted my hair and he clasped it around my neck.

"There."

"Peter thank you! This has been the best birthday present anyone has ever given me. This whole night has been amazing." I leaned over and kissed him on the cheek. "I couldn't ask for a better friend." He smiled with pride knowing he did well.

"I got something to go with each of the things I learned about you when I came to your house for dinner that one time." We both laughed recalling the event that happened only weeks ago but felt like a lifetime away.

"Wait. No you didn't."

"What are you talking about? The stuffed puppy because you like stuffed animals, the book because you love to read, the necklace because your an amazing runner, and the guitar for dummies book because you suck at guitar." I laughed at his last comment.

"You forgot that I have a boyfriend named Johnny."

"I didn't forget I just decided not to acknowledge that fact along with the rest of the gifts because your relationship is between you and him. This moment, right now, is between you and me. Why would I want him involved?" Peter had a good point. Peter had a really good point. Peter and I had a really good friendship so why should Johnny be in it at all?

"You're absolutely right Peter. I just wanted to make sure you didn't let one of the facts slip from you mind." He smiled at me as we started to pick up the mess we had made while eating and I thought I heard him whisper something. I thought I heard him whisper: "I could never forget anything about you."

* * *

We had started the long walk home and I still wore Peter's sweatshirt that was continuing to keep me warm when I got a phone call from my mom.

"Hello?"

"Hey Liz, Are you going to be home soon?"

"Yup, Peter and I are walking home right now." I glanced over at him as he played with the zipper on his extra jacket.

"Ok good because I have a surprise for you."

"A surprise? What is it?"

"It wouldn't be a surprise if I told you what it was. I can tell you that it's a birthday gift that came early though. Well, I'm finishing up dinner so hurry home."

"Ok, see you later." I hung up with a confused expression on my face.

"What's up?" Peter had stopped playing with the zipper and was looking at me now.

"My mom has a surprise for me at home."

* * *

**If anyone can guess the surprise and tell me in a review I will give you a million dollars! (ok not really but you will live with the satisfaction of knowing that you got the prediction right.) Now show me some love with a fave, a follow, or a review! :) Love you guys! **


	16. Chapter 16

**Wow do I feel like a pathetic writer after more than one person guessed what the surprise was. I should just stop now and let you guys do my job instead. Well anyway I suppose you all will be happy with this chapter now go enjoy. :P Seriously I'm considering letting you guys write it now because obviously I'm predictable. **

* * *

Chapter 16

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Elizabeth's POV

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I walked through the door to my apartment with Peter in tow 20 minutes after my mom had called. I don't know why but my stomach was in a knot. It was probably from the excitement of figuring out what the surprise was but when I walked into the family room I knew the real reason.

"Johnny!?" I set down the gift bag from Peter and blinked furiously as I tried to piece together everything that was happening. My parents had flown Johnny up as a surprise for my birthday. My mom had known the troubles that we were having and was trying to help me fix them.

"Hey, Lizzy!" He walked over to me, snaked his arms around my waist, pulled me close, and kissed me. Johnny felt distant to me. The lips that used to be so warm and familiar were strangers to my own. "Who's this?" He asked as he pulled away. I then remembered Peter was in the room and he had just witnessed my awkward embrace with Johnny. I also realized I was still wearing Peter's sweatshirt and I really hoped Johnny wouldn't notice that.

"Oh, Johnny, this is Peter. Peter, this is my boyfriend, Johnny." Peter stuck out his hand with an uncomfortable smile on his face.

"Nice to meet you Johnny." Johnny looked at the outstretched hand and then turned back to me. My mom was right he really can be rude.

"Babe, I have missed you so much. You look more beautiful then ever and god how I've missed you." He leaned back in for a kiss and I turned my head slightly where he got my cheek instead of my lips.

"I've missed you too Johnny." I smiled at him as he looked down into my eyes with a confused expression.

"Hey Elle, I'm gonna head home now. Aunt May is probably wondering what's keeping me so long. I'll see you at school." With that Peter was out the door and gone, leaving Johnny and me alone.

"Well now that he's gone I have you all to myself." Johnny pulled me close again and kissed my neck. "I've missed you so, so much Lizzy."

"Johnny..." I groaned feeling totally uncomfortable with the fact that my parents had decided to take Bryan out for ice cream before I got home. "How about we just talk a little bit instead of making out. I mean, um, what if my parents walked in the door and we were just, you know, going at it. How awkward would that be?" Johnny paused and lifted his forehead to my own.

"But Lizzy we haven't seen each other in such a long time." He gave me puppy dog eyes that were begging me to give in but I couldn't let him convince me to do something I didn't want to.

"Here's an idea! How about we go on a tour of my new house?" Johnny moaned.

"Fine." He then intertwined our fingers as I led him down the hallway from the kitchen. I showed him the bedroom where he would be staying, the bathroom, and then the den. I wanted to end the tour there but he insisted on seeing my bedroom.

"Come on Lizzy, I want to see how you've decorated your new room." I was whining like a child and it made me wonder if he would stop at nothing for physical contact. That's when it hit me. Our whole relationship was physical. It was all about outward appearances and make out sessions. He never stopped to consider making me laugh just to see me smile or trying to comfort me if I was in a bad mood. Why had I been stupid! Our "love" wasn't love. Our relationship is what stupid teenagers believe love to be but my mom was right. Love is so much more than kisses. I needed to find out if we had any hope or else I need to end this.

"Fine, it's this one right here." I opened the door and sat the gift bag down on the floor by my desk. "This is kind of it, nothing special." I glanced at Johnny and saw him skim over the room with a bored expression on his face.

"It's nice. I, uh, like the color. It's different then your old room right?"

"Uh, yeah." I sighed not knowing what to do. When would my family be back? "Hey Johnny want to play a game?" He looked up from the phone he had pulled out of his pocket.

"Oh, um, sure. Why not?"

"Ok, look around my room and try to find five facts about me from the objects you see."

"This sounds kind of, I don't know, boring." I walked over to him shaking my head as I snatched his phone from his grasp playfully.

"Come on just try."

"Wait, Lizzy, give me my phone back."

"No, Johnny, play the game." I laughed as we kind of turned him trying to get his phone back into a mini tickle fight. We ended up giggling breathlessly as we lay across my bed.

"Seriously babe, give me my phone back."

"Hold on, I want to do something for you."

"No Liz, don't!" I scrolled my finger across the screen to unlock it and caught my breath as I saw his screen saver was a picture of him kissing a girl that wasn't me. I took a deep breath trying to control what was going to come out of my mouth.

"Get out Johnny." I tried to be calm but it took all the strength that was in me not to punch him in the mouth.

"Lizzy let me explain."

"Get. Out." My patience was wearing thin as he still refused to move.

"Elizabeth, please." He was begging now.

"Johnny!" I wasn't holding anything back now. I was screaming. "Get out of my room! Get out of my house and get out of my life! I tried to forgive you the first time but cheating on me for a second time? We are done, forever. Now GO!" I backed him out into the hallway outside my doorway as my family walked into the apartment. They stood there with shocked, questioning faces but I ignored them all as I walked back into my room slamming the door behind me. I locked it so no one could come in to comfort me as I cried on my bed. I heard someone jiggle the door knob a few minutes later and I looked up.

"Lizzy," it was Johnny, "please let me in."

"Go away!" I screeched hysterically as I threw Mister Bugsy across the room and at the door. I heard his footsteps walk away and I buried my face deeper into my pillow. Barely a minute had passed when I heard the familiar voice of the person I had no intentions of speaking to tonight.

"Elle? Are you ok?" He walked over to the bed and crouched down so that his face would've been looking at mine if I lifted my head from the pillow. His voice sounded so sweet and gentle. I wanted to look into his glassy eyes and stay up with him for hours talking like we always do but I just couldn't get over the pain that Johnny had left.

"Go away." I mumbled into my pillow.

"What was that? I couldn't hear you?" Spider-man was cautiously trying to joke with me but I wasn't giving him the satisfaction of seeing me smile. Not after what had happened just 10 minutes before. I lifted my head and with my puffy red eyes I made myself look him in the eyes.

"Go away. Please." I was basically pleading with him to leave me alone. He stood up and walked over to the bunny I had flung across the room.

"I see you used Mister Bugsy as a projectile." He picked the stuffed animal up and set it beside me as he lay next to me on the bed.

"You saw that?" I sniffed as I turned my head towards him.

"Yeah, I did." He crossed his arms under his chin and looked back at me.

"Did you see everything?" He didn't speak he just nodded. "He cheated on me for a second time. How could I be so stupid?" I punched the pillow and started to cry again.

"Hey, hey, hey. It's not your fault that he's a jerk. I don't think he realizes what he just lost. I mean what _idiot_ would ever cheat on a girl like you?" He wrapped an arm around my waist and pulled me into his side as I covered my face with my hands and sobbed.

"What's wrong with me?" I choked out.

"Elle," Spider-man bent his head to where his mouth was by my ear, "There is nothing wrong with you. You did nothing wrong." I cut him off and looked up at him.

"No, I did everything wrong! I knew that relationship was a waste of my time but I didn't get myself out of it. I put the best guy I have ever known in the friend zone and I put you there too! I'm so stupid!"

"Wait there's a guy who's better than me?" He pretended to look offended and I punched his arm.

"This is not a joking matter!"

"Elle, I need to tell you something." He audibly swallowed and I could tell he was nervous about something. I sat up with my legs crossed and looked at him. "I-I think I l-love you." I buried my head in my hands but he pulled them away so he could look into my eyes.

"No, no, no you can't love me, you're Spider-man."

"But Elle," He held my face gently in his hands so that I wouldn't look away. "I'm not just Spider-man. I am a whole other person under this mask. This mask does not define me!" I placed my hands on top of his gloved ones that held my face.

"But I don't even know that person." I whispered to him. I wanted to love him but I knew deep down that I couldn't make myself love someone who I didn't really know.

"Elizabeth, you know me. You know me better then anyone in the world." He was pleading with me, pleading with me to let him love me and me to love him back. I shook my head that was still being held in his hands and new tears started to form.

"I don't even know what you look like." Without another word Spider-man took his hands away from my face and slowly began to lift the mask. I closed my eyes tightly not able to bear seeing a complete stranger that would just become a new person that I would have to get to know.

"Open your eyes." I shook my head vigorously. I couldn't do this.

"Elizabeth, open your eyes. Please." With those words he folded the mask up into my hands and knew that I eventually would have to give in. I cautiously began to open my eyes, surprised by the face I saw.

"Peter?"

* * *

**Ok that's a lie I like my story too much to let you guys write it lol! I mean it was kind of obvious but that's because Johnny needed to make an appearance soon anyway so they could break up and some serious fluff and storyline could get going. Now let me know what you thought and show me some love with a fave, a follow, or a review to keep me updating! **


	17. Chapter 17

**I'm glad you all liked the last chapter. I'm also happy that Johnny is out of the way! Hurrah Let's go celebrate with fluff! (throws confetti in the air while spinning in a circle) Wow. okay, moment over go enjoy Chapter 17!  
**

**Oh! and btw PSDW: I fan girl during the whole time writing each chapter with fluff. I just want you to know that. :) Also I think you should remember that Spongebob is Sponge named Bob who has square pants and lives in a pineapple that some how got under the sea. Also never forget to remind me of stuff. Those little blurbs make my life. (ok not really because that sound pathetic but I do enjoy them).  
**

* * *

Chapter 17

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Elizabeth's POV

* * *

"Peter?" I couldn't believe it. This was not possible. He had to be in a Halloween costume and he was totally joking with me... right?

"Elle, I know it's a lot to take in but," he took a breath as though he was preparing himself for the words that were about to leave his mouth, "I'm Spider-man." I looked down at the mask that Peter had handed me and rubbed it between my fingers.

"You're joking right? Like this is a Halloween costume, right?" I laughed nervously trying to connect the dots in my mind. Peter was Spider-man, Spider-man was Peter. The whole concept of the two guys I had developed feelings for being the same person was hard to wrap my head around.

"No, I'm not joking." He looked down at his gloved hands that sat in his lap.

"Fine, prove it." I stood up from the bed and walked to the window.

"Elle, I don't think-" I cut off his rejection.

"Peter, please. I need to know the truth. Spider-man told me that lying was the worst thing about having his powers and if that's true you have been lying to me the whole time. You owe me this." I don't know why but tears were forming in my eyes. He stood up, climbed through the window, and held out his hand to me.

"Are you coming?" He was really going to do this. I hesitated to take his hand. "Come on Elle, don't you trust me?"

"Seriously Peter, you ask me that right now?" I laughed at the irony of his words and he smiled too. "I mean, how do I know you're not just some crazy person who is going to try to swing from a building with silly string shooting from your wrists and then we both die." I crossed my arms and looked at him doubtfully.

"First off, everyone has a little bit of crazy in them. Secondly I don't shoot silly string from my wrists, I shoot biocables from this awesome contraption." He showed me the tiny mechanical device that was attached to his wrist. I have to admit it looked pretty cool. I looked up into his eyes as he continued to hold out his hand. Everything I saw was pure and good. He wasn't going to hurt me ever just like he had promised so many times before. I uncrossed my arms and gingerly took his hand. Peter smiled and pulled me close to his side with his mouth by my ear.

"Hold on tight." I squealed and tightened my grip around his neck as he slung a biocable web across the night sky. I closed my eyes as my feet left the fire escape. My stomach was doing somersaults as we flew through the air.

"Open your eyes Elizabeth." He whispered into my ear over the wind. I had trusted him enough to take me through the air so I would trust him enough to open my eyes. I opened my eyes and gasped. The sight was breath-taking. The stars were twinkling in the dark sky while street lights changed from green to yellow to red. It felt like the world was decorated for Christmas time without even trying. The whole experience felt like a roller coaster but this was beautiful. Roller coasters were loud and obnoxious with people screaming or throwing up the entire time. This was calm and silent except for the wind rushing through our hair. This was intoxicating, exhilarating, and relaxing all rolled into one amazing package. I looked up at Peter whose hair was being blown every which way and whose jaw was set with determination of keeping me safe in his arms. He glanced down at me but continued to look straight ahead as a smile crept across his face.

Peter set me down on the roof of the building after swinging through the air for what felt like forever.

"Do you believe me now?" Why would he even ask me that. He just flew me through the air in his red and blue spandex suit with biocable webs. Of course I believed him.

"Yeah, I guess so." I walked over to the edge of the building and looked down. "Wow, we are really high up." I gulped thinking about falling even with Peter there to catch me.

"Yeah, we are." He walked over and sat down on the edge with his legs dangling over the side. I cautiously did the same. I felt something cold land on my cheek and I looked up to see it was snowing.

"Hey, it's snowing!" Peter looked at me with a funny face as I jumped up and started twirling like a little girl.

"You act like you've never seen snow before." I stopped twirling for a second and looked at him with a telling face. "Wow, you have never seen snow before. I'll add that to my list." He stood up next to me as I stopped dancing again.

"What list?" I asked in a breathless tone from spinning.

"My list of facts that I know about you."

"Wanna know something else you can add to that list?" I moved so that I was only inches from him and I took his hands into mine. Peter nodded as his face started to flush as I leaned in to where my mouth was close to his ear. "I've always wanted to dance in the snow with the guy I love." I whispered.

"What?"

"I've always wanted to dance in the snow. Lots of people want to dance in the rain but I want to dance in the snow. Can you help me with the little dilemma I'm having?"

"You said you wanted to do it with the guy you love..."

"I thought that was hint enough! Do I really have to say it so formally? Peter Parker I love you. I think I've known it for a while but I know for sure now."

"Then I guess I can help." He winked as he snaked his arms around my waist and I moved my arms around his neck. We started to slow dance to music that wasn't there, in the snow. The whole world glistened around us and it was pure magic. If I could, I would take a picture of this moment and place it on my wall so I would never forget it. Even without a picture I'm sure I would never forget this. He brought his forehead down to mine and closed his eyes. "I love you too Elle." He whispered the words so softly I thought they would float away before I could grasp them. I placed my hand in his hair and gently pushed his head to where our lips met. His scent was intoxicating as his lips teased mine softly while he leaned into the kiss and picked me up to spin me around but his boots slipped when he spun and we went tumbling down on the roof together, laughing.

As we lay on the roof, the snow continued to fall harder and faster. I was thankful for the sweatshirt Peter had let me borrow earlier in the day because without it I would be a lot colder than I already was. I snuggled into his side as he wrapped an arm around me. I never wanted this to end but our silence was interrupted by the ringing of my phone. I groaned as I pulled it out of my pocket and checked the screen to see who it was.

"Bryan." I ignored the call and set it on my stomach as we continued to watch the snowflakes fall but the phone rang again with Bryan's name running across the screen. "What do you want?" I asked with a slightly annoyed tone of voice as I answered the call. There was no answer, only shuffling and loud noises. "Bryan?" I sat up and ran a hand through my hair. Still no answer but then I heard a voice that wasn't his in the background.

"Is that a phone? You are going to pay for that call!" Then there were screams and gunshots before the line went dead.

* * *

**I just did that. Get. at. me. I know you hate them but I love cliffhangers. Making you suffer as readers is a sadistic past time that I** **enjoy greatly :) So school will be starting soon and if you want me to keep updating daily I am going to need some serious encouragement so please, please, PLEASE shoot me a review, a fave, or a follow. Love you all! **


	18. Chapter 18

**So I seriously reconsidered updating today for two reasons. 1) I injured 3 of the fingers on my right hand where it really really REALLY hurts to type and 2) I miss my reviewers :( But mostly for the first reason because I am truly grateful for the amazing reviewers that I do have and I love you all so much. It means a lot to me when I get even just 1 review so to have hit the over 50 limit is pretty awesome so thank you. :D Though I will say it wouldn't hurt to still get more. Haha but anyway Enjoy Chapter 19 and if I don't update this weekend just know it's because my fingers are in PAIN! :( **

**To PSDW: Remember that mixing sugar, spice, and everything nice will not create three little girls with super powers. You would just get a big bowl of ugly unless you added chemical x. Trust me, I've tried.  
**

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Chapter 18

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Elizabeth's POV

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Everything around me stopped as the phone fell out of my hands. I couldn't breathe and I felt as though the world was falling apart.

"Elle? What's wrong?" Peter had his hand on my shoulder trying to shake me out of the trance I was in.

"Excuse me." I mumbled as I walked over the side of the building and threw up. Bryan was in trouble. He was in bad trouble and I didn't know if he was dead or dying. Peter came up behind me as I fell to my knees and held my arms across my stomach gasping for air. Peter knelt beside me, placed his hands firmly on my shoulders, and turned me to face him.

"Elizabeth, you need to tell me what's going on. I can help." He looked so sincere and worried about me.

"Bryan, called me." I was still trying to piece together all that happened in my mind.

"And what did Bryan say?"

"Nothing. There was a voice and then a g-g-gun shot." Getting the last word out was the hardest for me because it brought everything into the light. Bryan was in danger. Peter looked shocked but covered it as he stood up and helped me up to a standing position.

"We are going to get you home and find out what happened." He pulled me close and we made our way to my house.

Peter gently set me down on the fire escape as I glanced into my bedroom. Nothing had changed. Mister Bugsy still lay in the spot where Peter had set him and the door was still locked but I knew that behind that door something terrible had happened.

"Let me put my street clothes back on and then we can go investigate." I didn't want to go investigate, I wanted this whole thing to be a nightmare and I could just wake up. I walked over to the wall with pictures of me and Bryan scattered about as Peter changed. I felt the tears well up in my eyes as I remembered all the times Bryan had been there for me. Even if he was the younger brother he always acted like the older one of us. Always protecting me when I should have been there to protect him. I felt Peter come up beside me. He pulled me close and kissed my forehead. "Everything is going to be ok. Bryan is going to be ok." He whispered into my hair. It's funny how fast our relationship had escalated. Earlier today we were just friends and now he's kissing me and getting ready to go save my brother. I always knew it should've been Peter and not Johnny ever since I moved here.

"Ok," I breathed shakily, "Let's go." Peter took my hand and opened the door for me. When we entered the hallway an air of destruction was there. I felt all of Peter's muscles tense beside me as we made our way into the kitchen and family room. I gasped at the scene laid out before me. My parents were sobbing on the couch while holding one another and the house was ransacked. The window curtains were torn down, the lamp that used to sit on the couch's side table was shattered on the floor, and the tv was cracked with a bullet hole. Peter tightened his grip on my hand as though trying to hold me together because he knew I was falling apart. I slowly walked over to my parents and knelt before them, trying to keep myself composed as I asked the dreaded question. "What happened?" My mom looked at me with teary eyes.

"Where have you been? We have been so worried about you! We thought you were taken too!" Her voice rose and became more of a screech as she continued to yell at me hysterically.

"Mom, I'm sorry," I whispered as tears began to fall.

"Oh Honey," She wrapped her arms around me and held me close, "I know Elizabeth, I know. We were just so worried." Peter then gently interrupted the conversation.

"I don't mean to interrupt but I have a good friend who is a great help to the police. Do you mind if I ask what happened?" My mom unlocked me from her embrace and shook her head at Peter.

"No, Not at all Peter." She wiped tears from her cheeks and swallowed. "Three men came into the apartment forcefully and took Bryan. He apparently called you Elizabeth and one of the men shoot him as they dragged him through the door." Her attempt at keeping herself composed failed as she spoke.

"Did they say they wanted something?" Peter asked with his forehead scrunched in a confused state.

"They said they wanted information." My dad had spoken for the first time since I had arrived. "I think it has something to do with me." He whispered the last part with a guilty tone to his voice.

"Daddy," I grabbed his hand, "What do you mean?"

"The bank, Elizabeth." I tensed knowing exactly what information the men wanted.

* * *

Peter's POV

* * *

It was hard to see her so crushed right now. Bryan was the only constant in her life other than her parents and the relationship they shared was something too special for words. They were best friends who had a trust that I can only imagine sharing with Elizabeth. Maybe someday we will be close to that level but it would never be the same.

After her dad said something about a bank, I could see every muscle in Elizabeth tighten from tension.

"What bank?"

"My bank, Peter. I am the head of the new bank in New York City."

"So what does that have to do with Bryan's kidnapping?" Elizabeth stood up and looked at me.

"There is...something inside the bank Peter." Why couldn't they just come out and say it already!?

"What's in the bank Elizabeth?" Elizabeth looked at her parents and they both shook their heads slightly.

"I can't tell you Pete. It's kind of classified information." I looked at her in awe. I had just told her my biggest secret and she couldn't tell me the information that could possibly save her brother? Something was going on here. Something big.

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**Wow, intense. Now go review and let me know what you thought. Maybe if I get enough reviews the pain in my fingers will go away so I can type up the next chapter...**


	19. Chapter 19

**I'm back! My fingers are healed for the most part and I am revving to write! :) Thank you to all for the awesome reviews as always and I hope you keep 'em coming because they are so encouraging to read and they help me focus on the story when I don't feel like writing. Now enough of me, go read!  
**

* * *

Chapter 19

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Elizabeth's POV

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Peter left through the front door 20 minutes later when the police came and he promised to pass on the information to his 'friend' but showed up at my window not even 5 minutes later, pestering me for information. Since I wasn't a witness to the kidnapping, I was left out of questioning and was free to wait in my room.

"Liz, if this information can save your brother you need to tell me." I had my head nuzzled under his chin as he buried his face in my hair and whispered.

"Peter I know, it's just..." I stood up from our place of dangling our feet from the window into my room. I began to pace the floor and bite the finger nails on one hand as I ran the other through my hair in a frustrated motion.

"It's just what Elizabeth?" He stood up from the window sill and stopped my pacing by putting his hands on my shoulders. I looked away from his tense expression. This was killing him and I hated it. Peter wanted to help so bad but for once he couldn't save the day.

"Pete," I breathed his name and put my hand to his cheek, "I want to tell you but now is just not the time." He turned his face from my hand and walked back towards the window.

"Elle, I spontaneously trusted you with the biggest secret of my life tonight so when will it be the right time for you to talk to me?" Peter looked hurt and he had all the right to be. He had gone out on a whim to tell me a very big secret and I slapped him in the face by not confiding in him with this information. "Good night, Elizabeth." He hopped out onto the fire escape and disappeared into the night.

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Peter's POV

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I am not usually a snoop but when it comes to Elizabeth I will do anything to keep her and her family safe. I mean she is almost my girl friend, right? Well, doing anything to protect her apparently meant breaking into her dad's office in the apartment. I scaled the walls after I left her room and looked in each window of her house trying to find the one I was looking for. The worst part was seeing Bryan's dark, empty room right next door to Elle's. Usually every night when I left my visits with her, Bryan would be laying across his bed listening to music and doing homework or working out. The kid was a hard worker with so much ahead of him in life and I couldn't let this ruin it for him. I prayed with every fiber of my being that he would be ok for his and his family's sake.

I continued to crawl along the brick walls until I came to a room with a computer sitting on a wooden desk and book cases all along the walls. I took a deep breath, preparing myself to take the next step, and opened the window from the outside. I silently hopped into the office and began to open the drawers in the desk and the drawers in the two filing cabinets that were in the room as well. There were folders containing numbers and long sheets of papers with a bunch of names but nothing too out of the ordinary for a guy who is the head of a bank.

I was getting ready to leave when I spotted a third filing cabinet. This cabinet was different. It was black in color instead of tan or grey and it had locks on both drawers instead of just one. This was a cabinet that held important information. My spidey senses could feel it. I got ready to fiddle with the drawers when I remembered that cops can sweep for prints if the parents caught any hint of a break in in this room. I set down my backpack and pulled out one of my gloves from my Spider-man suit to cover my fingers. I pulled on the drawer but it wouldn't budge because it was locked as I suspected. I took out a safety-pin that was in the front pocket of my bag and tried to pick the lock but that didn't work either. I considered breaking the drawer open with my abnormal strength but then it would be obvious that I had been there and I didn't want that. Maybe Elizabeth would just tell me when she was ready. I knew she trusted me and she had had a long night. We would talk more tomorrow about it and maybe she could tell me about the information then. I trusted my gut and picked up my belongings and climbed silently back out the window then closed it shut.

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Gwen's POV

* * *

"Hello?" I groggily answered my phone as I sat up scratching at my eyes. It was late at night and I was tired of being stressed out about my family. I wanted my brothers and my mom back.

"Gwen, baby, how ya doing? You sound tired, did I wake you?" I felt more awake after hearing that voice.

"Tony?"

"The one and only." Classic Tony. Dripping with sarcasm.

"What do you want?"

"Wow, Gwen. I see manners have gone down the drain."

"Says, the guy holding his ex-girlfriend's family hostage." I spat at him coldly as my blood boiled listening to him speak.

"Exactly why you should be polite, sweetheart." I could imagine an evil smirk crossing his face right about now.

"Fine. How can I help you Tony?" I sugar my coated my voice to where it sounded so fake Tony laughed.

"That's much better. I just called to let you know I'm stopping by your place in ten to pick you up."

"Why?"

"You need to get the rest of your instructions and I need to show you something."

"Why can't you tell me over the phone?"

"If you come with me, I'll let you catch a quick glimpse of you family."

"Another picture on a phone?" My voice rose in disgust. "How do I know they aren't already dead?"

"You're gonna see them in person." With that he hung up and I got out of bed to change.

We walked down a cold looking hallway with the same color white on the tile, on the walls, and on the ceiling. The hairs stood up on the back of neck as we came to the end of the hall and Tony unlocked a door.

"After you." He held the door open for me.

"What a gentleman." I mumbled under my breath but he ignored it. The room before us was pure white just like the halls but it was dim because there was only one light swinging slowly in the center of the room. I looked from the ceiling to below the light where a figure sat in a chair with his face covered by a sack. Tony walked over to the wall where an intercom speaker was and he pressed the 'talk' button.

"Boys! Get in here." He walked back beside me clapping his hands together in a joyous fashion. "You are going to love this Gwen." I held my breath as two thugs came into the room and surrounded the chair. One thug tore off the sack and the other held the boy's head back into the light. As I walked over I saw that the captive was Lizzy's brother, Bryan.

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**Should I stop making cliffhangers? Nahhhh. I don't think so. Let me know what you thought!**


	20. Chapter 20

**Wow, I have not updated in a long while guys I am so sorry! and the sad part is I don't really have an excuse. D: Well that's a lie. What happened was for Chapter 19 I got like NO REVIEWS and so I was left uninspired so kind of stopped for a while but I didn't expect to let myself delay this long to update and I apologize. Anyway I am back for good until I finish and then I already have the sequel planned so get pumped. Remember to Review so we don't get a Chapter 19 repeat. Go enjoy the long awaited chapter 20! **

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Chapter 20

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Elizabeth's POV

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"NO! Bryan!" I shot up in bed and switched on the light by my bedside. My heart was racing and sweat was dripping down my forehead as I readjusted myself to reality. I was in no danger. I was in my bed. That was only a nightmare. Bryan is still not safe. The last thought made my heart break. Whenever I usually had bad dreams I would always walk into Bryan's room and we would talk it out but now I was alone. My little brother was nowhere to be found. I lay my head back down onto the pillow and stared at the ceiling trying to piece together the puzzle of his disappearance. None of the information fit together; it just didn't make sense. My family had been so careful to cover our tracks and my father put hours into making sure the bank records were kept secret. Whoever figured us out was good and I would need more than just my clever mind to figure this situation out. I would need Spiderman. I sat back up, threw my feet out of bed, and walked over to the desk where my cell phone sat beside the computer. I pressed 5, the number of Peter's speed dial, and waited for him to answer.

"_Your call has been forwarded to an automatic message system. Please hang up and try again_." The annoying woman voice projected from the speaker of the phone.

"Peter, where are you?" I dialed again and this time he picked up.

"Hiyawasup?" He sounded groggy as he spoke into the phone. Peter had definitely just woken up.

"Hey Pete," I paused. What was I gonna tell him? I was sworn to secrecy but Bryan's life depended on this. "Can you come over?"

"Elle? What's wrong?" I could hear him become instantly awake from the caution in his voice.

"I-I just need to talk to you. In person."

"Yeah, sure. I'll be over in like 5 minutes." With that he hung up the phone and I was left in the silence of my room again. I went over to my desk chair and pulled Peter's sweatshirt that had become mine over my head for comfort and warmth. I walked out onto the fire escape and leaned against the railing to wait. I closed my eyes as the early December winds blew my hair in my face and sent chills through my spine. I felt the familiar thump beside me and didn't bother opening my eyes.

"What's up Elizabeth?" Peter sat down on the railing beside me. I sighed as I ran several scenarios of how our conversation would go through my mind. Finally I opened my eyes and looked at the boy in the red and blue suit sitting by my side. All my worries melted and the walls I had spent the past hour building fell to the ground.

"I need to tell you something Pete. It's about Bryan's kidnapping."

"Yeah? Do you know who did it?" I shook my head vigorously.

"No, but I know the reason why it happened."

"Why?" I closed my eyes and took a deep breath.

"Peter, my family and I are undercover."

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Gwen's POV

* * *

"Tony!" I was screaming at the top of my lungs by now. "Stop this Tony!" I watched in horror as the two goons continued to break the fingers on Bryan's left hand. They were trying to get Bryan to talk about something that had to do with the bank that his dad was in charge of but he refused. Tony grabbed my arms and began to pull me from the room.

"Come on sweetheart, let's go see your family." I continued to cry and yell as he dragged me from the torture chamber. He walked me down two long corridors until we stood in front of a steel door with no windows. My sobs had turned into whimpers and I now felt like I was going to throw up. Tony took a key from his pocket, unlocked the door, and pushed me into the room. There before me stood four chairs with the remaining members of my family sitting there blindfolded and gagged.

"Mom!" I ran forward and knelt at her feet. Tears began to stream down my face again as I reached up and took away the cloth from her eyes. She stared blankly down at me as I held her face gratefully in my hands. "Mom?" No response. "Mom?" I asked again but this time I was more hysterical. I stood up and turned to face Tony. "What have you done to them?!" Anger boiled up from the depths of my being.

"Some friends at Oscorp were generous to give me some samples of what I like to call 'Injected Amnesia'." He gave me a sick smile then grabbed my arm and pulled me back out of the room kicking and screaming once more.

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Bryan's POV

* * *

"How do we turn off the security system?" The men took turns yelling the same questions over and over again as though I was deaf. I refused to and they would break another part of one of my fingers. Did the really think I would talk just from broken fingers? I mean come on, I am trained not to talk; this is my job. I have felt and seen much worse. I shifted my eyes to the door as I heard it slam shut.

"Well boys? Did you get anything out of the runt?"

"Nah boss. The kid won't talk. He's a stubborn one."

"Really?" The boss made his way slowly over to me. "I wonder if he understands the direness of this situation. He has a sister at home, a mother, and a father that we could just as easily take at any time we want." He leaned in close to my face as he spoke some more. "Do you want that Bryan?" I collected as much saliva as I could and spit in his eye. He yelled and then punched me in the face. I felt the force create a cut on my lip and blood began to gush into my mouth. "Oh, that's right they aren't your real family. Your family's dead." He let the words roll so easily off his tongue it made me so angry. I spit again and this time blood splattered across his face in little red droplets. He yelled for the two goons to follow him out of the room and with that they were gone. I heaved a shaky sigh as the pain from my hand made its way up my arm.

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**Did you like it!? Let me know with a review please :) wow did I forget how much I enjoy updating! I just get this little feeling of accomplishment when the chapter's done. **


	21. Chapter 21

**Hey Guys sorry for taking SOOO long. I am really going to make it a goal to do updates more frequently I promise. I got lots of positive feedback on the last chapter which was awesomly encouraging so keep it coming please! :) and NO ELIZABETH DOES NOT WORK FOR SHIELD! just wanted to put that out there. K. Now go read this chapter that I kind of think is good and you are going to hate me ;) **

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Chapter 21

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Elizabeth's POV

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"Wait, what?" Peter looked at me in surprise.

"My family and I are undercover." He shook his head in disbelief as I repeated the fact that had recently made Peter and I seem distant.

"Why?"

"Well, we work for the CIA. The agency heard some pretty fishy stuff was going on at OSCORP so they sent my dad in as an undercover banker at the bank that OSCORP would use. We had everything on them; monetary records, employment records, and records of the projects they were working on."

"So you're like a spy?" He totally disregarded everything else I had just said.

"Uh, yeah, I am." I reached up to rub my neck out of habit during uncomfortable situations.

"But you're still a teenager right? Like you're not an agent who's really like 32 right?"

"Don't worry, I'm not a cougar. I'm still just 17." Peter definitely looked relieved to hear that.

"How'd you get into this business anyway?" He walked over to where I sat on the bed and I watched him look down at his gloved hands as he twiddled his thumbs.

"Because I was exceptional." I muttered this statement with disgust. I had never had a choice about my employment with the agency but given the circumstances what other choice could I make? Peter's hands stopped moving and we both looked up to make eye contact. His eyes held everything I had ever wished for. Love, worry, sympathy, protection, and so much more. For once in my life I had found exactly what I was looking for without even trying.

"I know that," he smiled that boyish grin that gave me butterflies and continued to speak, "What does that have to do with the CIA though?"

I took a deep breath preparing myself for a story that only my bosses and I knew. "When I was little my parents were killed in an accident in a laboratory. Both of them were scientists and I got their 'smart' genes. My parents would sometimes do projects for the agency but they were never given the full status of being agents. Before they had died though, the CIA already had their eyes on me. At age 7 I was already a star athlete which they liked because they need undercover operatives to be in shape. At age 10 I had built a fully functioning miniature rocket for a science fair all by myself. The year my parents died, when I was 11, I was already taking college level classes." I took a break from my monologue and looked at Peter who was already starting to interrupt me.

"But earlier last month you had asked me for tutoring." His voice was quiet as I felt the realization hit him square in the stomach.

"Pete, there was a second part to the mission that involved only me." Sadness, fear, and a hint of anger filled his eyes. "They wanted me to get close to you." Peter jumped up from the bed and looked at me.

"Wait what!?" He threw his hands in the air and began to pace. "Why?"

"Peter, the government knows that your just a messed up science experiment. Don't ask me how they just do but they think that they can use whatever you have as a military advancement."

"So you already knew who I was?"

"No. I didn't know but when I found out my heart broke." He gave me a questioning look.

"Why? Why would the fact that I'm more than just a normal boy, the fact that I'm just a 'messed up science project' break your heart?" I could tell I had hurt him and I felt a lump in my throat start to form.

"Did you feel sorry for me? Is that it?" I shook my head as tears welled in my eyes. I had never heard his voice so angry and I felt sick knowing it was all my fault.

"What was it than!?" His voice broke as he yelled at me and I saw tears in his eyes but his tears were tears of hate. I stood up forcefully and looked him in the eyes as I yelled back.

"It's because I loved you! Okay? Are you happy now?" My wall had fallen. The tears began to stain my cheeks as I began to fall apart. "You broke me Peter. All the training, all the hard work that has made me the fearless, heartless person that I am has been thrown all away for you. I broke rule #2 Pete."

"What was rule #2?" His voice seemed less tense but he still spat the words at me and they stung.

"Never fall in love with your mission."

"So that's all I was to you? A mission?" I looked up from the place my eyes had focused on the ground in shock. I slowly walked towards him and reached to put my hand on his cheek. He turned away and backed up towards the window.

"Peter, please. You are so much more than that! You are what I've always wanted! You know when, when little girls dream about their knight in shining armor? That's you Peter! You are my knight in shining armor. It's always been you." Peter shook his head. He turned and looked out the window then back at me.

"You should work on upping your training again because you're gonna need it when you work on saving Bryan by yourself." With his last words Peter pulled down his mask, shook his head, and jumped out the window onto my fire escape.

"Peter wait!" I saw his body tense and hesitate before he slung his web but nothing could bring him back as he flew away into the night.

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**Review!** **Btw I am also planning on writing a Legend of Korra fanfic so I'll let you know in my next chapter what the story is called and you Korra fans will need to check it out! :) and sorry this chapter is kind of short :P didn't mean for that to happen. **


	22. Chapter 22

**Well, this is awkward... I apologize greatly for the unnecessarily long delay. (it actually was necessary though). This past school year was very long and hard and there was no room for writing for fun. I missed this story though and I am back and stronger than ever (in my writing skills of course :D) I have big plans for this story this summer including finishing up this installment and creating a sequel (or two). Enjoy the chapter!**

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Elizabeth's POV

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I stood there a moment with the frigid winter air blowing through my hair. I've been through heartbreak before but never like this. I've never felt heart ache where my heart falls to my stomach and makes me want to puke. I wanted Peter to come back so bad it hurt. As the tears began to well in my eyes I closed the window and walked over to the fuzzy blue chair that sat in the corner of my room and sat down. I grabbed the fluffiest pillow I could find, smashed it against my face and screamed and cried until nothing else would come. After 20 minutes of basically suffocating myself, I pulled the pillow away and sat there. After the incident a few months ago I couldn't just sit around anymore. I had to do something. I was going to go out and find Bryan with or without Peter's help. For God's Sake! I was a trained CIA agent for crying out loud! I have been trained to be heartless and ruthless but they never prepare you for the real hard stuff. They don't prepare you for the moment when you tell the people you love most you've been living two lives. They don't prepare you for the moment when your brother, your partner, is kidnapped and possibly dead. Why did I ever agree to this?

* * *

Gwen's POV

* * *

"My dearest Gwen, now that you've seen what I can do I need you to do something for me." I looked at Tony from where I sat on the couch in a pure white room. He paced the room with his hands gripped behind his back and he looked menacing as though he held all the power in the world. Well he did; he held all the power in_ my_ world.

"And what would that be Tony?" I spat the question at him with distaste.

"Bring me Elizabeth. I don't care how you do it. Maybe use that girly trust technique where you 'help' her find her brother or maybe use force? I don't care, just do it."

"What if I don't feel like it?" I shouldn't have said this. Tony grabbed me off the couch and held my wrist forcefully. Why did I ever love this man? He was heartless, abusive, and not even that attractive! What a waste of life.

"Do you want to see your whole family die right before your eyes? I can make it happen like that." At the end of his sentence he snapped two fingers together. I flinched at the thought. This waste of life held the lives of my family in the palm of his hands. One wrong move and the game would be over and he would win.

"Fine." My will power to stand up for Peter's new girlfriend disappeared and I was now fighting to save my family.

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Elizabeth's POV

* * *

My phone rang and I prayed that Peter's name would pop up but instead it was Gwen's.

"Hey, Gwen." Hearing myself speak, I realized how defeated I felt and sounded.

"Hey, Elle. I may have found some info on Bryan." Gwen sounded unsure but I ignored that voice trait and became desperate. With no Peter to help me, I needed all the information I could get.

"Really? Where?"

"Yeah, uhm, I know a guy on the police force who worked with my dad. I overheard him talking to my mom about a kid from around here being kidnapped and stuff like that. I'll, uh, I'll stop by in ten minutes and we can go chat somewhere."

"Ok. Sounds good." Well, I guess it's true then. When God shuts one door, he opens a window. Gwen was my window to Bryan.

I waited in the lobby until I saw Gwen's familiar car. I walked out and sat down in the passenger's seat. We made small talk but something felt wrong.

"Gwen, is everything alright?" Gwen tensed at my question. I could feel the air change slightly and her eyes shifted. My training was finally kicking in but it was too late. Everything was wrong about this situation.

"No, Elizabeth, nothing is alright."

"She's right." The words came from behind and my blood went cold. I recognized the voice as one of the men from the warehouse where I was held when I was kidnapped. I shivered and turned slowly just in time to be hit hard in the head.

* * *

Peter's POV

* * *

Everything was a lie. Our whole relationship started and ended with lies. Why did I ever trust her? _Because she was kind, lovely, beautiful, caring, honest, loyal, funny..._ My brain couldn't stop thinking about the girl I once called my own, the girl that, only moments ago, held my whole heart and didn't even know it. I once thought Gwen was that girl but I was so wrong. _I should go back and talk it out with Elle. _I stood up on the edge of the roof I had been sitting on while I contemplated the evening's events. The cold air somehow felt refreshing as I jumped and slung webs toward Elizabeth's apartment. I landed on her fire escape but the window was shut, the lights were off, and Elizabeth was no where to be seen. Like the first time she had gone missing, I called Elizabeth's house to see if her parents knew where she was.

"Hello?"

"Hi Mrs. Lewis. It's Peter Parker, I was wondering if Elle was home. I have a question for our lab worksheet."

"Sorry Pete, you just missed her. She headed out with Gwen about 15 minutes ago."

"Ok, thanks."

"Bye Peter, have a nice evening."

Well this is oddly familiar. Not home but with Gwen.

I dialed Gwen's number but the phone rang and rang and rang. I redialed hoping to get an answer this time.

"Peter?" Gwen sounded shaken.

"Gwen? Is everything alright? I heard Elle was with you, can I talk to her? We had a bit of a... a fight earlier."

"Uhm... Why don't you come stop by the coffee shop and talk to her in person. She seems really upset about it and would appreciate a face to face."

"Ok? Which shop?"

"I'll just give you the address. It's 1865 North Lincoln Street."

"Thanks, I'll swing by in five minutes."

* * *

The building was anything but a coffee shop. It was all brick with dark windows on a few of the floors and only a few lighted windows here and there. This looked like a warehouse. Did Gwen give me the wrong address? As the thought crossed my mind, I heard shrill screams and my muscles reacted instantly. I entered the building quickly and was in a large main room. There, in the middle, was Gwen. She lay in a blood pool that slowly began to get bigger.

"Oh my God, Gwen!" I rushed to her side and held her head in my lap. "Gwen! Can you hear me?" She groaned and her eyes fluttered slightly open.

"Peter." She groaned and closed her eyes. "Peter, I'm sorry."

"Gwen what, what happened?" She slowly shook her head and then it nodded to one side. I felt for a pulse and it was gone.

"Gwen! Gwen, No!" I heard footsteps falling slowly behind me.

"Well, Well, Well. Look who it is. Spiderman here to "save the day". A little late don't you think?"

"Tony?" I whispered in astonishment as I turned to face the man who killed Gwen.

"Boys get him!"

"Wha-" A weighted net fell from the ceiling. I was forced to the ground, handcuffed, and tied up in the net by some pretty tough guys. For once in my life after becoming Spiderman, I felt weak and helpless. Gwen had just died and I had just been captured. What else could possibly go wrong?

"Take the bug to his girlfriend. The one he really came to save." My heart sank to my stomach. _Elizabeth._ I was pushed and pulled through pure white hallways with eerie swinging lights until we came to a door. They shoved it open and threw me inside to face a sight I never dreamed of. Elizabeth lay beaten and bruised on the floor next to a pool of blood.

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**It's not as long as I would've liked it to be for my first chapter back but I think it's ok. What did you think? Keep writing or is this story dead?**


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